AMENDMENT NO. 4 TO CREDIT AGREEMENT

EXECUTION VERSION

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of January 30, 2015 (this “Amendment”), among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), as the Borrower Agent on behalf of each U.S. Operating Borrower, BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such tal Foreign Facility Issuing Bank (as hereinafter defined), and BANK OF AMERICA, N.A., as an Incremental Foreign Facility Lender in accordance with the Amended Credit Agreement described below (in such capacity, the “Incremental Foreign Facility Lender”).

PRELIMINARY STATEMENTS

A. The Company, Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), Nexeo Solutions Sub Holding Corp., a Delaware corporation (“Sub Holdco”), certain Subsidiaries of the Company party thereto as borrowers (collectively, with the Company, Holdings and Sub Holdco, the “Borrowers”), the Agent and each lender from time to time party thereto (the “Lenders”) have entered into a Credit Agreement, dated as of March 31, 2011, as amended as of October 16, 2012, as further amended as of May 8, 2013 and as further amended as of August 5, 2013 (as amended, and as otherwise amended, restated supplemented or modified from time to time prior to the date hereof, the “Existing Credit Agreement”).

B. The Company has notified the Agent that the U.S. Operating Borrowers desire to (a) exercise their right under Section 2.23 of the Existing Credit Agreement to establish a Permitted Foreign Facility denominated in U.S. Dollars in an aggregate amount of $30,000,000 upon the terms and conditions set forth herein and (b) to amend certain provisions of the Existing Credit Agreement as set forth herein in accordance with Section 9.02 of the Existing Credit Agreement in order to establish such Permitted Foreign Facility as a Tranche A Incremental Foreign Facility under and in accordance with the Existing Credit Agreement as amended hereby (the “Amended Credit Agreement”).

C. The Incremental Foreign Facility Lender has agreed to provide the Tranche A Incremental Foreign Facility Revolving Commitment, and the Agent and the Incremental Foreign Facility Lender have agreed to the amendments to the Existing Credit Agreement described herein, in each case, upon the terms and subject to the conditions described herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Definitions. Capitalized terms used herein and not otherwise defined in this Amendment have the same meanings as specified in the Amended Credit Agreement.

SECTION 2. Incremental Foreign Facility.

(a) Commitment. Effective as of the Amendment Effective Date (as defined below), the Incremental Foreign Facility Lender hereby agrees to provide a commitment in U.S. Dollars of $30,000,000 under the Tranche A Incremental Foreign Facility established under and in accordance with this Amendment and the Amended Credit Agreement (the “Subject Incremental Foreign Facility”).

(b) General Facility Terms. The Subject Incremental Foreign Facility shall be provided solely to support the issuance from time to time by Bank of America, N.A., as a U.S. Issuing Bank (in such

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capacity, the “Tranche A Incremental Foreign Facility Issuing Bank”), of one or more U.S. Letters of Credit denominated in Dollars, or in one or more Alternative Currencies as the Agent and the Tranche A Incremental Foreign Facility Issuing Bank may agree to in accordance with Section 1.07 of the Amended Credit Agreement, and issued in accordance with the Amended Credit Agreement.

(c) Existing Letter of Credit. On and after the Amendment Effective Date, the U.S. Letter of Credit described on Schedule 1 hereto shall be deemed to be issued as a Tranche A Incremental Foreign Facility Letter of Credit supported solely by the Subject Incremental Foreign Facility.

(d) Pricing and Fees. The interest rates and fees payable in respect of the Subject Incremental Foreign Facility shall be as set forth (i) in the fee letter, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Fee Letter”), among the Company, the Agent and the Tranche A Incremental Foreign Facility Issuing Bank, and (ii) otherwise in the Amended Credit Agreement.

SECTION 3. Amendment. Effective as of the Amendment Effective Date, and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein:

(a) Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as attached hereto as Exhibit A, with all revisions to the Existing Credit Agreement reflected in Exhibit A in blacklined format. The amendments to the Existing Credit Agreement are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Existing Credit Agreement are intended to be affected hereby.

(b) Amendment to Exhibits. The Exhibits to the Existing Credit Agreement are hereby amended by adding a new Form of Tranche A Incremental Foreign Facility Letter of Credit Request as Exhibit E-3 which is attached hereto as Exhibit B.

SECTION 4. Conditions of Effectiveness. This Amendment shall become effective as of the first date (such date being referred to as the “Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(a) Execution of Documents. The Agent shall have received (i) this Amendment, duly executed and delivered by (A) the Company, as Borrower Agent on behalf of each U.S. Operating Borrower, (B) the Agent, and (C) Bank of America, N.A., as the Incremental Foreign Facility Lender and the Tranche A Incremental Foreign Facility Issuing Bank, (ii) a Guarantor Consent and Reaffirmation, in the form of Annex 1 hereto, duly executed and delivered by each U.S. Loan Guarantor, (iii) an executed promissory note in favor of the Incremental Foreign Facility Lender and (iv) a copy of the Fee Letter, executed and delivered by each party thereto.

(b) Certificate of Responsible Officer. The Agent shall have received (i) a copy of the resolutions adopted by each U.S. Operating Borrower approving the establishment of the Subject Incremental Foreign Facility, (ii) a copy of the resolutions adopted by each U.S. Loan Guarantor authorizing such U.S. Loan Guarantor to enter into and perform its obligations under the Guarantor Consent and Reaffirmation and (iii) a certificate of a Responsible Officer of the Company certifying as to the matters set forth in Sections 5(c) and 5(d) of this Amendment on and as of the Amendment Effective Date (after giving effect to this Amendment).

(c) Opinions. The Agent shall have received a favorable legal opinion of counsel to the Company in form and substance reasonably acceptable to the Agent.

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(d) Fees. All reasonable documented out-of-pocket fees and expenses incurred or payable in connection with the execution and delivery of this Amendment (including any fees that may be due and payable in accordance with the Fee Letter and the reasonable documented out-of-pocket fees and expenses of counsel to the Administrative Agent to the extent due and payable under Section 9.03(a) of the Amended Credit Agreement) shall have been paid in full

SECTION 5. Representations and Warranties. The Company represents and warrants as follows as of the date hereof:

(a) The execution, delivery and performance by the Company of this Amendment are within the Company’s organizational powers and have been duly authorized by all necessary organizational and, if required, equity holder action of the Company. The execution, delivery and performance by the Company of this Amendment (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or other third party, except such as have been obtained or made and are in full force and effect, (ii) will not violate any Requirement of Law applicable to the Company or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, except Liens created pursuant to the Loan Documents; except, in each case other than with respect to the creation of Liens, to the extent that any such violation, default or right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to result in a Material Adverse Effect.

(b) This Amendment has been duly executed and delivered by the Company. Each of this Amendment and each other Loan Document to which the Company is a party, after giving effect to the amendments pursuant to this Amendment, is a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity.

(d) The representations and warranties of the Loan Parties set forth in the Amended Credit Agreement and in each of the other Loan Documents are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect (after giving effect to any qualification therein), in all respects) on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect (after giving effect to any qualification therein), in all respects) as of such earlier date).

SECTION 6. Reference to and Effect on the Existing Credit Agreement and the Loan Documents.

(a) Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agent or the Borrowers under the Existing Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the

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foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment.

(b) On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

(c) For the avoidance of doubt, the Permitted Foreign Facility provided by this Amendment shall constitute a Tranche A Incremental Foreign Facility under Section 2.23 of the Amended Credit Agreement, and after giving effect thereto the aggregate principal amount available in accordance with the Amended Credit Agreement for any additional Incremental Foreign Facilities shall be $30,000,000.

(d) In the event of any conflict between any provision in this Amendment and a provision in the Amended Credit Agreement, such provision of the Amended Credit Agreement shall control.

SECTION 7. Costs and Expenses. The Company agrees to pay all reasonable documented out-of-pocket expenses incurred by the Agent in connection with this Amendment pursuant to Section 9.03(a) of the Existing Credit Agreement.

SECTION 8. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, PDF format or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9. Notices. All communications and notices hereunder shall be given as provided in the Amended Credit Agreement.

SECTION 10. Severability. To the extent permitted by law, any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 11. Successors. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under Section 9.04 of the Amended Credit Agreement.

SECTION 12. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

NEXEO SOLUTIONS, LLC, as Borrower Agent on behalf of itself and each other U.S. Operating Borrower


By:	/s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Vice President and Chief Financial Officer

Amendment No. 4 to Credit Agreement

Signature Page

BANK OF AMERICA, N.A., as Agent

By:/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President

BANK OF AMERICA, N.A., as Incremental Foreign Facility Lender

By:/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President

BANK OF AMERICA, N.A., as Tranche A Incremental Foreign Facility Issuing Bank

By:/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President

Amendment No. 4 to Credit Agreement

Signature Page

Schedule 1

Existing Tranche A Incremental Foreign Facility Letter of Credit



NEXEO SOLUTIONS LLC (130NSL)	CID:	C0143576
Standby Letter of Credit # 68087922	Alt Instr #:
	Loan Number:	NSL0M



Applicant:	NEXEO SOLUTIONS LLC	Outstanding Amount (COC):	USD 26,180,000.00
Beneficiary:	BANK OF AMERICA	Liability Amount (BASE):	USD 26,180,000.00



Issue Date:	2012/10/30	Brief Goods Description
Expiry Date:	2015/11/01
Place of Expiry:	AT OUR COUNTERS



LC Charges
Pay #	Req ID	Principal Amt	Fee Amt	Total Amt	Effective Date
000	49716549	0.00	325.00 D	325.00 D	2012/10/30
000	54183389	0.00	240.00 D	240.00 D	2013/01/29
000	70921863	0.00	200.00 D	200.00 D	2013/12/31
000	83506189	0.00	200.00 D	200.00 D	2014/12/31

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Exhibit A to Amendment No. 4 to Credit Agreement

Amended Credit Agreement

[See attached]

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EXHIBIT A

to Amendment No. 4 to Credit Agreement

CREDIT AGREEMENT ¹

dated as of March 31, 2011

among

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as the Lenders

and

BANK OF AMERICA, N.A.,

as Agent

CITIBANK, N.A.

as Syndication Agent,

and

XXXXX FARGO BANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

SUNTRUST BANK

and

SIEMENS FINANCIAL SERVICES, INC.,

as Co-Documentation Agents,

and

NEXEO SOLUTIONS, LLC

and the other U.S. Borrowers referred to herein,

as U.S. Borrowers,

and

NEXEO SOLUTIONS CANADA CORP.

as Canadian Borrower,

NEXEO SOLUTIONS HOLDINGS, LLC,

as Holdings

and

NEXEO SOLUTIONS SUB HOLDING CORP.
as Sub Holdco,

and

The Subsidiaries of Nexeo Solutions, LLC from time to time parties hereto

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and

CITIGROUP GLOBAL MARKETS, INC.

as Joint Lead Arrangers and Joint Bookrunners


^1.	This copy of the Credit Agreement is a blackline of the Amended Credit Agreement effected by Amendment No. 4 to Credit Agreement, dated as of January 30, 2015 (referred to herein as the “Fourth Amendment”), marked against a conformed copy of the “Existing Credit Agreement” referred to in the Fourth Amendment.

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TABLE OF CONTENTS

			Page

ARTICLE I	DEFINITIONS		2
Section 1.01		Defined Terms	76
Section 1.02		Classification of Loans and Borrowings	76
Section 1.03		Terms Generally	77
Section 1.04		Accounting Terms; GAAP	77
Section 1.05		Interpretation (Quebec)	77
Section 1.06		Currency Equivalents Generally	77
Section 1.07		Additional Alternative Currencies	78
ARTICLE II	THE CREDITS		78
Section 2.01		Revolving Commitments	78
Section 2.02		Revolving Loans and Borrowings	79
Section 2.03		Requests for Revolving Borrowings	81
Section 2.04		Protective Advances and Overadvances	82
Section 2.05		Swingline Loans	85
Section 2.06		Letters of Credit	90
Section 2.07		Funding of Borrowings	108
Section 2.08		Type; Interest Elections	109
Section 2.09		Termination and Reduction of Revolving Commitments	110
Section 2.10		Repayment of Loans; Evidence of Debt	113
Section 2.11		Prepayment of Loans	115
Section 2.12		Fees	116
Section 2.13		Interest	119
Section 2.14		Alternate Rate of Interest	120
Section 2.15		Increased Costs	121
Section 2.16		Break Funding Payments	122
Section 2.17		Taxes	123
Section 2.18		Payments Generally; Allocation of Proceeds; Sharing of Set-offs	125
Section 2.19		Mitigation Obligations; Replacement of Lenders	129
Section 2.20		Illegality	130
Section 2.21		Cash Receipts	130
Section 2.22		Reserves; Change in Reserves; Decisions by Agent	131
Section 2.23		Commitment Increases	132
Section 2.24		Borrower Agent	138
Section 2.25		Joint and Several Liability of the U.S. Borrowers	139
Section 2.26		Loan Account; Statement of Obligations	141
Section 2.27		Extensions of Revolving Loans and Revolving Commitments	142

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TABLE OF CONTENTS

			Page
Section 2.28		Defaulting Lenders	148
Section 2.29		Currency Matters	150
Section 2.30		Currency Fluctuations	151
Section 2.31		Collection Allocation Mechanism (CAM) and Lender Loss Sharing Agreement	152
ARTICLE III	REPRESENTATIONS AND WARRANTIES		153
Section 3.01		Organization; Powers	153
Section 3.02		Authorization; Enforceability	154
Section 3.03		Governmental and Third Party Approvals; No Conflicts	154
Section 3.04		Financial Condition; No Material Adverse Effect	154
Section 3.05		Properties	155
Section 3.06		Litigation and Environmental Matters	155
Section 3.07		Compliance with Laws, No Default	155
Section 3.08		Investment Company Status	155
Section 3.09		Taxes	155
Section 3.10		Pension Plans	155
Section 3.11		Disclosure	156
Section 3.12		Solvency	157
Section 3.13		Insurance	157
Section 3.14		Capitalization and Subsidiaries	157
Section 3.15		Security Interest in Collateral	158
Section 3.16		Labor Disputes	158
Section 3.17		Federal Reserve Regulations	159
Section 3.18		Senior Indebtedness	159
Section 3.19		Intellectual Property	159
Section 3.20		Use of Proceeds	159
Section 3.21		Anti-Terrorism Laws	160
ARTICLE IV		CONDITIONS	160
Section 4.01		Effective Date	160
Section 4.02		Each Credit Event	163
ARTICLE V		AFFIRMATIVE COVENANTS	164
Section 5.01		Financial Statements; Borrowing Base and Other Information	164
Section 5.02		Notices of Material Events	167
Section 5.03		Existence; Conduct of Business	167
Section 5.04		Payment of Obligations	168
Section 5.05		Maintenance of Properties	168
Section 5.06		Books and Records; Inspection Rights; Appraisals; Field Examinations	168

iii

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TABLE OF CONTENTS

		Page
Section 5.07	Reserved	169
Section 5.08	Compliance with Laws	169
Section 5.09	Use of Proceeds	169
Section 5.10	Insurance	169
Section 5.11	Additional Loan Parties; Additional Collateral; Further Assurances	169
Section 5.12	Designation of Subsidiaries	172
ARTICLE VI	NEGATIVE COVENANTS	172
Section 6.01	Indebtedness	172
Section 6.02	Liens	177
Section 6.03	Fundamental Changes	182
Section 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	184
Section 6.05	Asset Sales	188
Section 6.06	Sale and Lease-Back Transactions	189
Section 6.07	Accounting Changes	189
Section 6.08	Restricted Payments; Certain Payments of Indebtedness	190
Section 6.09	Transactions with Affiliates	195
Section 6.10	Restrictive Agreements	196
Section 6.11	Amendment of Material Documents	197
Section 6.12	[Reserved]	197
Section 6.13	Swap Agreements	197
Section 6.14	Fixed Charge Coverage Ratio	197
ARTICLE VII	EVENTS OF DEFAULT	197
Section 7.01	Events of Default	197
Section 7.02	Cure Right	201
Section 7.03	Exclusion of Immaterial Subsidiaries	201
ARTICLE VIII	THE AGENT	201
ARTICLE IX	MISCELLANEOUS	205
Section 9.01	Notices	205
Section 9.02	Waivers; Amendments	206
Section 9.03	Expenses; Indemnity; Damage Waiver	209
Section 9.04	Successors and Assigns	211
Section 9.05	Survival	217
Section 9.06	Counterparts; Integration; Effectiveness	217
Section 9.07	Severability	217
Section 9.08	Right of Setoff	217
Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	218
Section 9.10	WAIVER OF JURY TRIAL	219

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TABLE OF CONTENTS

		Page
Section 9.11	Headings	219
Section 9.12	Confidentiality	219
Section 9.13	Several Obligations; Nonreliance; Violation of Law	220
Section 9.14	PATRIOT Act	220
Section 9.15	Disclosure	220
Section 9.16	Appointment for Perfection	220
Section 9.17	Interest Rate Limitation	220
Section 9.18	Cumulative Effect; Conflict of Terms; Entire Agreement; Credit Inquiries; No Advisory or Fiduciary Responsibility	221
Section 9.19	Confirmation, Ratification and Affirmation by Loan Parties	221
Section 9.20	INTERCREDITOR AGREEMENT	222
Section 9.21	Judgment Currency	222
ARTICLE X	U.S	223
Section 10.01	Guaranty	223
Section 10.02	Guaranty of Payment	223
Section 10.03	No Discharge or Diminishment of U.S. Loan Guaranty	223
Section 10.04	Defenses Waived	224
Section 10.05	Rights of Subrogation	224
Section 10.06	Reinstatement; Stay of Acceleration	224
Section 10.07	Information	225
Section 10.08	Maximum Liability	225
Section 10.09	Contribution	225
Section 10.10	Liability Cumulative	226
Section 10.11	Termination; Release of U.S. Loan Guarantors and U.S. Borrowers	226

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SCHEDULES:

Commitment Schedule



Schedule 1.01(a)	Existing Letters of Credit
Schedule 1.01(b)	Immaterial Subsidiaries
Schedule 1.01(c)	Mortgaged Properties
Schedule 1.01(d)	Permitted Inventory Locations
Schedule 1.01(e)	Scheduled EBITDA
Schedule 3.14	Capitalization and Subsidiaries
Schedule 4.01(c)	Local Counsel
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens
Schedule 6.02(ll)	Canadian Financing Statements
Schedule 6.04	Existing Investments
Schedule 6.05	Specified Asset Sales
Schedule 6.09	Transactions with Affiliates
Schedule 6.10	Existing Restrictions



EXHIBITS:
Exhibit A --	Form of Assignment and Assumption
Exhibit B --	Form of Borrowing Base Certificate
Exhibit C --	Form of Compliance Certificate
Exhibit D --	Joinder Agreement
Exhibit E-1 --	Form of U.S. Letter of Credit Request
Exhibit E-2 --	Form of Canadian Letter of Credit Request
Exhibit E-3 --	Form of Tranche A Incremental Foreign Facility Letter of Credit Request
Exhibit F --	Form of Borrowing Request
Exhibit G --	Form of Revolving Promissory Note
Exhibit H --	Form of Mortgage
Exhibit I -- Exhibit J --	Form of Intercompany Note Form of U.S Acquisition Loan Note

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This CREDIT AGREEMENT, dated as of March 31, 2011 (this “Agreement”), is made by and among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), each domestic subsidiary of the Company from time to time party hereto as a U.S. Borrower (each a “U.S. Borrower” and together with the Company, the “U.S. Borrowers”), NEXEO SOLUTIONS CANADA CORP., a Canadian corporation (the “Canadian Borrower” and together with the U.S. Borrowers, collectively the “Borrowers”, and individually, each a “Borrower”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP. (“Sub Holdco”), a Delaware corporation, the Lenders and BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder and as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Agent”).

WHEREAS, capitalized terms used and not defined in the preamble and these recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

WHEREAS, pursuant to the Acquisition Agreement, the Company and certain subsidiaries of the Company will (a) purchase and acquire substantially all of the assets of the Target and certain subsidiaries of the Target and (b) assume substantially all of the liabilities of the Target and certain subsidiaries of the Target (the “Acquisition”);

WHEREAS, in order to fund, in part, the Acquisition Funds, the Sponsor (together with certain other investors) will, directly or indirectly, make cash equity contributions (the “Equity Contribution”) to Holdings in an aggregate amount equal to, when combined with the fair market value of the equity of management and existing equity holders of Holdings rolled over or invested in connection with the Transactions, at least 35% of the total pro forma debt and equity capitalization of Holdings and its Subsidiaries on the Effective Date after giving effect to the Transactions;

WHEREAS, in order to fund, in part, the Acquisition Funds, the Company will (a) in combination (i) issue and sell Senior Subordinated Notes pursuant to the Senior Subordinated Notes Documents in a principal amount of up to $175,000,00 and (ii) incur a term loan under the Senior Secured Term Loan Facility, in a principal amount of up to $325,000,000 and (b) together with the Canadian Borrower, borrow up to the Dollar Equivalent of $200,000,000 in aggregate principal amount of Revolving Loans under this Agreement and obtain up to the Dollar Equivalent of $40,000,000 in Letters of Credit hereunder on the Effective Date;

WHEREAS, the Company has requested that, immediately upon the satisfaction in full of the applicable conditions precedent set forth in Article IV below that, from and after the Effective Date, the Revolving Lenders extend credit to the Borrowers upon the terms and conditions set forth herein; and

WHEREAS, the Revolving Lenders have indicated their willingness to extend such credit, and the Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABL First Lien Collateral” has the meaning specified in the ABL Intercreditor Agreement.

“ABL Intercreditor Agreement” means the ABL Intercreditor Agreement, dated as of the Effective Date, among Holdings, Sub Holdco, the Company, the Subsidiaries party from time to time thereto, the Agent and the applicable agents or representatives under the Permitted Senior Facilities.

“ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Account” means collectively, “Account” as defined in either Security Agreement, as applicable.

“Account Debtor” means any Person obligated on an Account.

“ACH” means automated clearing house transfers.

“Acquired EBITDA” means, with respect to any Acquired Entity or business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of EBITDA of such Pro Forma Entity (determined using such definitions as if references to the Company and its Subsidiaries therein were references to such Pro Forma Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in a manner not inconsistent with GAAP.

“Acquired Entity or Business” has the meaning assigned to such term in the definition of the term “EBITDA”.

“Acquisition” has the meaning assigned to such term in the recitals to this Agreement.

“Acquisition Agreement” means that certain Agreement of Purchase and Sale, dated as of November 5, 2010, among the Seller, Holdings and the Company, together with all exhibits, schedules and disclosure letters thereto.

“Acquisition Funds” means the payment of the merger consideration to the Seller of Target under the Acquisition Agreement and the payment of Transaction Expenses.

“Additional Canadian Revolving Commitment Lender” has the meaning assigned to such term in Section 2.23(c).

“Additional Pari Term Loan Debt Facility” has the meaning assigned to such term in the ABL Intercreditor Agreement.

“Additional U.S. Revolving Commitment Lender” has the meaning assigned to such term in Section 2.23(b).

“Adjusted LIBOR Rate” means, for any Interest Period, the LIBOR Rate for such Interest Period or, if the Board imposes a Reserve Percentage with respect to eurodollar deposits in dollars in the London interbank market, the rate obtained by dividing (a) the LIBOR Rate for such Interest Period by (b) 1 minus the Reserve Percentage.

“Adjustment Date” means with respect to determinations of the Applicable Rate, Average Excess Availability and Average Revolving Loan Utilization, the first day of each January, April, July and October.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Aggregate Incremental Capacity” has the meaning assigned to such term in Section 2.23(a).

“Agreement” has the meaning assigned to such term in the preamble.

“Allowed Consignment Amount” has the meaning assigned to such term in the definition of “Eligible Canadian Inventory”.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%, and (c) the LIBOR Rate for an Interest Period of one month commencing on such date plus 1%; provided that, for the avoidance of doubt, for purposes of calculating the LIBOR Rate pursuant to clause (c) above, the LIBOR Rate for any day shall be based on the rate per annum determined by the Agent at approximately 11:00 a.m. (London time) on such day by reference to BBA LIBOR (as published by Reuters or other commercially available source designated by the Agent) for a period equal to one-month. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBOR Rate, respectively.

“Alternative Currency” means, with respect to Letters of Credit, each of Euro and each other currency approved in accordance with Section 1.07.

“Annual Financial Statements” means the audited consolidated balance sheets of the Target as of the fiscal years ended September 30, 2009 and September 30, 2010, and the related audited, consolidated statements of operations, changes in stockholders’ equity and cash flows for the Target for the fiscal years ended September 30, 2009 and September 30, 2010.

“Anti-Terrorism Laws” means any law of any jurisdiction relating to terrorism or money laundering, including the PATRIOT Act and any other enabling legislation or executive order relating thereto.

“Applicable Issuing Bank” means (a) with respect to the Borrower Group made up of U.S. Operating Borrowers, the U.S. Issuing Bank, and (b) with respect to the Borrower Group made up of the Canadian Borrower, the Canadian Issuing Bank.

“Applicable Law” means all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

“Applicable Lenders” means with respect to a Borrower Group, the Lenders having Borrower Group Commitments to Borrowers within such Borrower Group.

“Applicable Percentage” means, with respect to any (i) U.S. Revolving Lender, with respect to U.S. Revolving Loans, U.S. LC Exposure or U.S. Swingline Loans, a percentage equal to a fraction the numerator of which is such U.S. Revolving Lender’s Revolving Commitment and the denominator of which is the aggregate U.S. Revolving Commitment of all U.S. Revolving Lenders as of such date, (ii) Canadian Revolving Lender, with respect to Canadian Revolving Loans, Canadian LC Exposure or Canadian Swingline Loans, a percentage equal to a fraction the numerator of which is such Canadian Revolving Lender’s Revolving Commitment and the denominator of which is the aggregate Canadian Revolving Commitment of all Canadian Revolving Lenders as of such date or (iii) Tranche A Incremental Foreign Facility Revolving Lender, with respect to Tranche A Incremental Foreign Facility Revolving Loans or Tranche A Incremental Foreign Facility LC Exposure, a percentage equal to a fraction the numerator of which is such Tranche A Incremental Foreign Facility Revolving Lender’s Tranche A Incremental Foreign Facility Revolving Commitment and the denominator of which is the aggregate Tranche A Incremental Foreign Facility Revolving Commitment of all Tranche A Incremental Foreign Facility Revolving Lenders as of such date (if the applicable Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Revolving Lender’s share of the aggregate U.S. Revolving Exposure, Canadian Revolving Exposure or Tranche A Incremental Foreign Facility Revolving Exposure, as applicable, at that time).

“Applicable Rate” means, for any day, with respect to any Revolving Loan, the applicable rate per annum set forth below under the caption “ABR/Canadian Prime Rate Spread” or “LIBOR Rate/Canadian BA Rate Spread”, as the case may be, based upon the Average Excess Availability as of the most recent Adjustment Date; provided that until the first Adjustment Date occurring on or after the Second Amendment Effective Date, the “Applicable Rate” shall be based upon the Average Excess Availability for the immediately preceding calendar quarter:



Average Excess Availability	ABR/Canadian Prime Rate Spread	LIBOR Rate/Canadian BA Rate Spread
Category 1 Average Excess Availability less than 33.33% of the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base	1.00%	2.00%
Category 2 Average Excess Availability greater than or equal to 33.33% of the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base, but less than 66.67% of the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base	0.75%	1.75%
Category 3 Average Excess Availability greater than or equal to 66.67% of the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base	0.50%	1.50%

The Applicable Rate shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Average Excess Availability in accordance with the table above; provided that (i) if a Specified Event of Default shall have occurred and be continuing at the time any reduction in the Applicable Rate would otherwise be implemented, no such reduction shall be implemented until the date on which such Specified Event of Default shall no longer be continuing, and (ii) if any Borrowing Base Certificate delivered pursuant to this Agreement is at any time restated or otherwise revised, or if it is subsequently determined at any time prior to the date on which all Loans have been repaid in full in cash and all Commitments have been terminated that the information set forth in any such Borrowing Base Certificate was false or incorrect, in either case, such that the Applicable Rate would have been higher than was otherwise in effect during any period, then (1) interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand and shall be payable only to the Applicable Lenders whose Commitments were outstanding during such period when the Applicable Rate should have been higher (regardless of whether such Lenders remain parties to this Agreement at the time such payment is made), and (2) if the payment required under the immediately preceding clause (1) is made no later than five (5) Business Days following such demand, then the failure to pay such interest on the date(s) such higher interest would have been due shall not, in and of itself, constitute a Default or Event of Default (without constituting a waiver of any other Default or Event of Default arising as a result thereof), and no amounts shall be payable at the rate set forth in Section 2.13(g) in respect of any such interest.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Agent or the applicable U.S. Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Appointed Agent” has the meaning assigned to such term in Article VIII.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (1) a Lender, (2) an Affiliate of a Lender or (3) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Agent, in the form of Exhibit A or any other form approved by the Agent.

“Attributable Debt” in respect of a Sale and Lease Back Transaction means, as at the time of determination, the present value (discounted at the interest rate for such lease, as reasonably determined by the Company) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease Back Transaction (including any period for which such lease has been extended); provided, however, that if such Sale and Lease Back Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Available Revolving Commitment” means the sum of (a) U.S. Available Revolving Commitments plus (b) the Dollar Equivalent of Canadian Available Revolving Commitments plus (c) Tranche A Incremental Foreign Facility Revolving Commitments.

“Average Excess Availability” means, at any Adjustment Date, the average daily Excess Availability for the calendar quarter immediately preceding such Adjustment Date.

“Average Revolving Loan Utilization” means, as of any Adjustment Date, the Dollar Equivalent of the Canadian Average Revolving Loan Utilization or the U.S. Average Revolving Loan Utilization as of such date, as the case may be.

“BANA” means Bank of America, N.A., a national banking association, acting in its individual capacity, and its successors and assigns.

“Banking Services” means any of the following products, services or facilities extended to any Borrower or any Restricted Subsidiary by a Lender or any of its Affiliates: (a) services provided under Cash Management Agreements and any other Cash Management Services; (b) commercial credit card and merchant card services; and (c) other banking products or services, other than Letters of Credit.

“Banking Services Obligations” means the U.S. Banking Services Obligations or the Canadian Banking Services Obligations, as applicable.

“Bank of America – Canada Branch” means Bank of America, N.A. (acting through its Canada branch), and its successors and assigns.

“Bank of Canada Overnight Rate” means the rate of interest charged by the Bank of Canada on one-day loans to financial institutions, for such day.

“Bankruptcy Law” means Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), or any similar foreign, federal, provincial or state law for the relief of debtors as now or hereinafter in effect.

“Bankruptcy Proceeding” means (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law or any proceeding of the type specified in Section 7.01(g), in each case, with respect to any Person, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization, winding up or other similar case or proceeding with respect to any Person, (c) any liquidation, dissolution, reorganization or winding up of any Person whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Person.

“BBA LIBOR” has the meaning assigned to such term in the definition of “LIBOR Rate”.

“Blocked Account Agreement” has the meaning assigned to such term in Section 2.21(a).

“Blocked Accounts” has the meaning assigned to such term in Section 2.21(a).

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” has the meaning assigned to such term in the Preamble.

“Borrower Agent” has the meaning assigned to such term in Section 2.24.

“Borrower Group” a group consisting of (a) U.S. Loan Parties (i) in their respective capacities as Borrowers or Guarantors under the U.S. Operating Facility or (ii) in their respective capacities as Borrowers or Guarantors under the U.S. Acquisition Sub-Facility, as applicable, or (b) Canadian Loan Parties, as applicable.

“Borrower Group Collateral” means with respect to the U.S. Revolving Lenders and U.S. Loan Parties, the U.S. Collateral and, with respect to Canadian Revolving Lenders and Canadian Loan Parties, the Canadian Collateral.

“Borrower Group Commitment” means, with respect to the commitment of a U.S. Revolving Lender as of any date, its U.S. Commitment as of such date and, with respect to a Canadian Revolving Lender, its Canadian Commitment as of such date; and the term “Borrower Group Commitments” means, collectively, the Borrower Group Commitments of U.S. Revolving Lenders and the Borrower Group Commitments of Canadian Revolving Lenders.

“Borrower Group Obligations” means, with respect to any Loan Party, the portion of the Obligations owed by such Loan Party and such Loan Party’s Borrower Group.

“Borrower Percentage” has the meaning assigned to such term in Section 2.25(f).

“Borrowing” means any (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of LIBOR Rate Loans and Canadian BA Rate Loans, as to which a single Interest Period is in effect, (b) Swingline Loan or (c) Protective Advance or Overadvance Loan.

“Borrowing Base” means the U.S. Borrowing Base or the Canadian Borrowing Base, or the Dollar Equivalent of the combined U.S. Borrowing Base and Canadian Borrowing Base, as the context may require.

“Borrowing Base Assets” means any U.S. Borrowing Base Assets and any Canadian Borrowing Base Assets.

“Borrowing Base Certificate” means a U.S. Borrowing Base Certificate or a Canadian Borrowing Base Certificate, as applicable.

“Borrowing Request” means a request by the Borrower Agent for a Revolving Borrowing in accordance with Section 2.03 and substantially in the form attached hereto as Exhibit F, or such other form as shall be approved by the Agent.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York or Charlotte, North Carolina, or, with respect to Canadian Loans and Canadian Letters of Credit, Toronto, Ontario, are authorized or required by law to remain closed; provided that, (a) when used in connection with a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market and (b) when used in connection with any Loan or Letter of Credit denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which dealings in deposits in the relevant currency are not open for dealings in deposits in the relevant Alternative Currency in the London or other applicable offshore interbank market for such currency.

“Calculation Date” has the meaning assigned to such term in Section 2.30.

“CAM Exchange” has the meaning assigned to such term in Section 2.31.

“CAM Exchange Date” has the meaning assigned to such term in Section 2.31.

“CAM Percentage” has the meaning assigned to such term in Section 2.31.

“Canadian Availability Reserves” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect any impediments to the Agent’s ability to realize upon the Canadian Collateral consisting of Canadian Borrowing Base Assets included in the Canadian Borrowing Base, (b) to reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization upon the Canadian Collateral consisting of Canadian Borrowing Base Assets included in the Canadian Borrowing Base or (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Canadian Borrowing Base, and includes the Canadian Priority Payables Reserves.

“Canadian Available Revolving Commitment” means, at any time, the aggregate of the Canadian Commitments of all Canadian Revolving Lenders then in effect minus the Canadian Revolving Exposure of all Canadian Revolving Lenders at such time.

“Canadian Average Revolving Loan Utilization” means, at any Adjustment Date, the Dollar Equivalent of the average daily aggregate Canadian Revolving Exposure (excluding any Canadian Revolving Exposure resulting from any outstanding Swingline Loans) for the three-month period immediately preceding such Adjustment Date (or, if less, the period from the Effective Date to such Adjustment Date), divided by the aggregate Canadian Commitments at such time.

“Canadian BA Rate” means with respect to each Interest Period, the rate of interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed Canadian BA Rate Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Xxxxxx Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day); provided, that if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Toronto time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Agent is then offering to purchase Canadian Dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term).

“Canadian BA Rate Loan” means a Canadian Revolver Loan, in Canadian Dollars, that bears interest at a rate determined by reference to the Canadian BA Rate.

“Canadian Banking Services” means each and any Banking Services provided to any Canadian Loan Party by the Agent, any Canadian Revolving Lender or any of their respective Affiliates or branches.

“Canadian Banking Services Obligations” means any and all obligations of the Canadian Loan Parties, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Canadian Banking Services.

“Canadian Banking Services Reserves” means all Canadian Reserves which the Agent from time to time after the occurrence and during the continuation of a Liquidity Event establishes in its Permitted Discretion as being appropriate to reflect reasonably anticipated Canadian Banking Services Obligations then provided or outstanding.

“Canadian Borrowing Base” means the Dollar Equivalent of (a) during the Initial Borrowing Base Period, if any, the Initial Borrowing Base for Canadian Loans, and (b) at all times thereafter, (i) 85% of the Value of Eligible Canadian Receivables, plus (ii) 85% of the Net Orderly Liquidation Value of Eligible Canadian Inventory, minus (iii) without duplication, the then amount of all Canadian Availability Reserves and other Canadian Reserves as the Agent may at any time and from time to time in the exercise of its Permitted Discretion establish or modify in accordance with the provisions of Section 2.22. The Canadian Borrowing Base at any time shall be determined by reference to the most recent Canadian Borrowing Base Certificate delivered to the Agent pursuant to Section 5.01(h) and adjusted by the Agent in the exercise of its Permitted Discretion and in accordance with Section 2.22 based upon additional information, if any, received after the date of delivery of such Canadian Borrowing Base Certificate.

“Canadian Borrowing Base Assets” means any Canadian Loan Party’s Inventory and Receivables and other assets directly related thereto, including documents, instruments, general intangibles, deposit accounts and the proceeds of all of the same.

“Canadian Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Canadian Borrower, in substantially the form of Exhibit B or another form which is acceptable to the Agent in its reasonable discretion.

“Canadian Collateral” means any and all property owned, leased or operated by a Person subject to a security interest or Lien under the Collateral Documents and any and all other property of any Canadian Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Agent, on behalf of itself and the Secured Parties, to secure the Canadian Secured Obligations; provided however that Canadian Collateral shall not at any time include any Margin Stock or any U.S. Collateral.

“Canadian Commitment” means, at any time, a Canadian Revolving Commitment or an Extended Canadian Revolving Commitment, as in effect at such time.

“Canadian Commitment Adjustment” has the meaning assigned to such term in Section 2.09(g).

“Canadian Commitment Adjustment Date” has the meaning assigned to such term in Section 2.09(g).

“Canadian Commitment Adjustment Notice” has the meaning assigned to such term in Section 2.09(g).

“Canadian Commitment Percentage” means as to any Canadian Revolving Lender at any time, the ratio, expressed as a percentage, which such Canadian Revolving Lender’s Canadian Commitment bears to the aggregate Canadian Commitments at such time.

“Canadian Dollars” or “Cdn$” means the lawful currency of Canada.

“Canadian Excess Availability” means, at any time, an amount equal to the Dollar Equivalent of (a) the lesser of (i) the aggregate total Canadian Commitments at such time and (ii) the Canadian Borrowing Base at such time, (as determined by reference to the most recent Canadian Borrowing Base Certificate delivered to the Agent pursuant to Section 5.01(h)), minus (b) the aggregate Canadian Revolving Exposure (including Canadian LC Exposure) of all Canadian Revolving Lenders at such time.

“Canadian Extension Agreement” has the meaning assigned to such term in Section 2.27(b)(iii).

“Canadian Extension Election” has the meaning assigned to such term in Section 2.27(b)(ii).

“Canadian Extension Request” shall mean Canadian Revolving Extension Requests.

“Canadian Extension Series” shall mean all Extended Canadian Commitments that are established pursuant to the same Canadian Extension Agreement (or any subsequent Canadian Extension Agreement to the extent such Canadian Extension Agreement expressly provides that Extended Canadian Revolving Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins and extension fees.

“Canadian Issuing Bank” means each of Bank of America – Canada Branch and any other Canadian Revolving Lender which at the request of the Canadian Borrower and after notice to the Agent agrees to become a Canadian Issuing Bank and, solely with respect to any Existing Letter of Credit (and any amendment, renewal or extension thereof in accordance with this Agreement), the Lender or Affiliate of a Lender that issued such Existing Letter of Credit. Each Canadian Issuing Bank may, in its discretion, arrange for one or more Canadian Letters of Credit to be issued by Affiliates or branches of such Canadian Issuing Bank, in which case the term “Canadian Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

“Canadian LC Collateral Account” has the meaning assigned to such term in Section 2.06(b)(x).

“Canadian LC Disbursement” means a payment made by a Canadian Issuing Bank pursuant to a drawing on a Canadian Letter of Credit.

“Canadian LC Exposure” means, at any time of determination, the Dollar Equivalent of the sum (without duplication) of (a) the aggregate undrawn amount of all outstanding Canadian Letters of Credit at such time plus (b) the aggregate amount of all Canadian LC Disbursements that have not yet been reimbursed by or on behalf of the Canadian Borrower or any other Canadian Loan Party at such time, less (c) the amount then on deposit in the Canadian LC Collateral Account. The Canadian LC Exposure of any Canadian Revolving Lender at any time shall be its Applicable Percentage of the total Canadian LC Exposure at such time.

“Canadian Lenders” means Bank of America – Canada Branch and each other Canadian Qualified Lender permitted hereunder that has issued a Canadian Commitment.

“Canadian Letter of Credit” means any standby or commercial letter of credit issued (or, in the case of an Existing Letter of Credit, deemed to be issued) by a Canadian Issuing Bank for the account of the Canadian Borrower pursuant to this Agreement.

“Canadian Letter of Credit Request” has the meaning assigned to such term in Section 2.06(b).

“Canadian Loan Guarantor” means each Canadian Loan Party other than the Canadian Borrower.

“Canadian Loan Parties” means the Canadian Borrower, each Canadian Subsidiary (other than any Excluded Subsidiary), and any other Person who becomes a party to this Agreement as a Canadian Loan Party pursuant to a Joinder Agreement, and their respective successors and assigns.

“Canadian Loans” means the loans and advances made by the Canadian Lenders pursuant to this Agreement, including Canadian Revolving Loans, Canadian Swingline Loans, Canadian Protective Advances and Extended Canadian Revolving Loans.

“Canadian Obligations” means on any date, the portion of the Obligations outstanding that are owing by the Canadian Borrower or any other Canadian Loan Party.

“Canadian Overadvance” means at any time the amount by which the aggregate outstanding Canadian Revolving Exposure exceeds the Canadian Borrowing Base.

“Canadian Overadvance Condition” means and is deemed to exist any time the aggregate outstanding Canadian Revolving Exposure exceeds the Canadian Borrowing Base.

“Canadian Overadvance Loan” means a Canadian Prime Rate Loan made at a time a Canadian Overadvance Condition exists or which results in a Canadian Overadvance Condition.

“Canadian Pension Plan” means a plan, program or arrangement which is required to be registered as a pension plan under any applicable pension benefits standards or statute or tax statute or regulation in Canada maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Loan Party in respect of its Canadian employees or former employees.

“Canadian Prime Rate” means, for any day, a per annum rate equal to the greater of (a) the per annum rate of interest in effect for such day as publicly announced from time to time by Bank of America-Canada Branch as its “prime rate” for loans in Canadian Dollars made in Canada to commercial borrowers, and (b) the sum of 1.00% plus the Canadian BA Rate for a one month Interest Period as determined on such day. The “Canadian Prime Rate” is a rate set by Bank of America-Canada Branch based upon various factors including Bank of America-Canada Branch’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America – Canada Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

“Canadian Prime Rate Loan” means a Canadian Revolver Loan, in Canadian Dollars, that bears interest at a rate determined by reference to the Canadian Prime Rate.

“Canadian Priority Payables Reserves” means reserves established by the Agent in its Permitted Discretion for amounts payable by the Canadian Loan Parties and secured by any Liens, xxxxxx or inchoate, which rank or which would reasonably be expected to rank in priority to or pari passu with the Agent’s Liens, including, without limitation, any such amounts due and not paid for wages, vacation pay, severance pay, amounts payable under the Wage Earner Protection Program Act (Canada), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), sales tax, goods and services tax, value added tax, harmonized sales tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties, amounts currently or past due and not paid for realty, municipal or similar taxes and all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plan or under the Canada Pension Plan, the PBA or otherwise as required to be contributed pursuant to any Requirement of Law relating to Canadian Pension Plans, or any similar statutory or

other claims that would have or would reasonably be expected to have priority over or pari passu with any Liens granted to the Agent in the future.

“Canadian Protective Advance” has the meaning assigned to such term in Section 2.04(d).

“Canadian Qualified Lender” means a financial institution that is not prohibited by a Requirement of Law, including under the Bank Act (Canada), from having a Canadian Revolver Commitment or making any Canadian Revolver Loans to the Canadian Borrower hereunder, and if such financial institution is not resident in Canada and is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada), that financial institution deals at arm’s length with the Canadian Borrower and the Canadian Loan Guarantors for purposes of the Income Tax Act (Canada).

“Canadian Reserves” means all (if any) Canadian Availability Reserves (including any Dilution Reserves, Rent Reserves and Canadian Banking Services Reserves and Canadian Secured Swap Reserves with respect to the Canadian Borrower), and any and all other reserves which the Agent deems necessary in its Permitted Discretion.

“Canadian Revolving Borrowing” means a request for Canadian Revolving Loans.

“Canadian Revolving Commitment” means, with respect to each Canadian Revolving Lender, the commitment of such Canadian Revolving Lender to make Canadian Revolving Loans and to acquire participations in Canadian Protective Advances, Canadian Letters of Credit and Canadian Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Canadian Revolving Lender’s Canadian Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (c) increased from time to time pursuant to Section 2.23. The initial amount of each Canadian Revolving Lender’s Canadian Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Canadian Revolving Commitment, as applicable. The initial aggregate amount of the Canadian Revolving Lenders’ Canadian Revolving Commitments is $40,000,000.

“Canadian Revolving Commitment Increase” has the meaning assigned to such term in Section 2.23(c).

“Canadian Revolving Commitment Increase Date” has the meaning assigned to such term in Section 2.23(c)(iii).

“Canadian Revolving Exposure” means, with respect to any Canadian Lender at any time, the Dollar Equivalent sum of the outstanding principal amount of such Lender’s Canadian Revolving Loans and its Canadian LC Exposure and an amount equal to its Applicable Percentage of the aggregate principal amounts of Canadian Swingline Loans and Canadian Protective Advances outstanding at such time.

“Canadian Revolving Extension Request” has the meaning assigned to such term in Section 2.27(b)(i).

“Canadian Revolving Lender” means, as of any date of determination, a Canadian Lender with a Canadian Commitment or, if the Canadian Commitments have terminated or expired, a Lender with Canadian Revolving Exposure. Unless the context otherwise requires, the term “Canadian Revolving Lenders” includes the Canadian Swingline Lender.

“Canadian Revolving Loan” means the loans and advances made by the Canadian Revolving Lenders to the Canadian Borrower pursuant to this Agreement, including a Loan made pursuant to Section 2.01(b), Canadian Swingline Loans and Canadian Protective Advances.

“Canadian Secured Banking Services Obligations” means all Canadian Banking Services Obligations owing to the Agent, a Joint Lead Arranger, a Canadian Revolving Lender or any branch or Affiliate thereof and with respect to which the Canadian Borrower (or other Canadian Loan Party) and the Canadian Revolving Lender or other Person referred to above in this definition party thereto shall have delivered (except in the case of the Agent) written notice to the Agent, at or prior to the time that the Canadian Banking Service relating to such obligation is entered into or, if later, the time that such Canadian Revolving Lender becomes a party to this Agreement, (i) that such a transaction has been entered into, (ii) that it constitutes a Canadian Secured Banking Services Obligation entitled to the benefits of the Collateral Documents and the ABL Intercreditor Agreement, and (iii) the maximum amount of such obligation, which amount may be established or increased (by further written notice to the Agent from time to time) as long as no Default or Event of Default exists and the establishment of a Canadian Reserve for such amount and all other Canadian Secured Related Obligations would not result in a Canadian Overadvance. For the avoidance of doubt, all Canadian Swap Obligations owing to the Agent shall constitute Canadian Secured Swap Obligations.

“Canadian Secured Obligations” means all Canadian Obligations.

“Canadian Secured Related Obligations” means all Canadian Secured Banking Services Obligations and all Canadian Secured Swap Obligations.

“Canadian Secured Swap Obligations” means all Canadian Swap Obligations owing to the Agent, a Joint Lead Arranger, a Canadian Revolving Lender or any branch or Affiliate thereof and with respect to which the Canadian Borrower (or other Canadian Loan Party) and the Canadian Revolving Lender or other Person referred to above in this definition party thereto shall have delivered (except in the case of the Agent) written notice to the Agent (which notice shall be supplemented on a monthly basis (or more frequently as the Agent may reasonably request) with notice to the Agent of the then outstanding liability owing under such Swap Obligations), at or prior to the time that the Swap Agreement relating to such obligation is entered into or, if later, the time that such Canadian Revolving Lender becomes a party to this Agreement, that such a transaction has been entered into and that it constitutes a Canadian Secured Swap Obligation entitled to the benefits of the Collateral Documents and the ABL Intercreditor Agreement.

“Canadian Secured Swap Reserves” means all Canadian Reserves which the Agent from time to time establishes in its Permitted Discretion as being appropriate to reflect reasonably anticipated Canadian Secured Swap Obligations then provided or outstanding.

“Canadian Security Agreement” means, collectively, those certain General Security Agreements, between the Canadian Loan Parties and the Agent from time to time.

“Canadian Settlement” has the meaning assigned to such term in Section 2.05(b).

“Canadian Settlement Date” has the meaning assigned to such term in Section 2.05(b).

“Canadian Subsidiary” means a Subsidiary of a Loan Party organized under the laws of Canada or any province or territory thereof.

“Canadian Swap Obligations” means Swap Obligations of a Canadian Loan Party.

“Canadian Swingline Exposure” means, with respect to any Canadian Revolving Lender, at any time, such Canadian Revolving Lender’s Applicable Percentage of the Canadian Swingline Loans outstanding at such time.

“Canadian Swingline Lender” means Bank of America – Canada Branch, in its capacity as lender of Canadian Swingline Loans hereunder.

“Canadian Swingline Loan” means a Loan made pursuant to Section 2.05(b).

“Capital Expenditures” means, for any period, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed from insurance proceeds or compensation awards paid on account of a Recovery Event, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment to the extent financed with the proceeds of sales, transfers or other dispositions that are not required to be applied to prepay Revolving Loans pursuant to Section 2.11(c), (iv) expenditures that are accounted for as capital expenditures by the Company or any Subsidiary and that actually are paid for by a Person other than the Company or any Subsidiary and for which neither the Company nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period, it being understood, however, that only the amount of expenditures actually provided or incurred by the Company or any Subsidiary in such period and not the amount required to be provided or incurred in any future period shall constitute “Capital Expenditures” in the applicable period), (v) the book value of any asset owned by the Company or any Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (vi) any expenditures that constitute Permitted Acquisitions (or similar investments, including any Permitted Holding Company Acquisition) and expenditures made in connection with the Transactions, (vii) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of the Company and the Subsidiaries for such period or (viii) any Lease Expenses.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the amount thereof accounted for as a liability determined in accordance with GAAP.

“Cash Management Agreement” means any agreement entered into from time to time between any Loan Party or any Restricted Subsidiary, on the one hand, and the Agent or any Applicable Lender or any of their Affiliates or branches, on the other hand, in connection with cash management services for collections, other banking services and for operating, payroll and trust accounts of such Loan Party or Restricted Subsidiary provided by the Agent, the Lenders or their Affiliates or branches, including ACH services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Services” means services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

“CEA Swap Obligations” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Change in Control” shall be deemed to have occurred if (a) prior to a Qualified Public Offering, the Permitted Holders (i) shall fail to have the right, directly or indirectly, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of Holdings or (ii) shall fail to own, directly or indirectly, beneficially and of record, shares of Holdings in an amount equal to more than 50% of the amount of shares owned, directly or indirectly, by the Permitted Holders, beneficially and of record, as of the Effective Date and such ownership by the Permitted Holders shall not represent the largest single block of voting securities of Holdings held, directly or indirectly, by any Person or related group for purposes of Section 13(d) of the Exchange Act, (b) after a Qualified Public Offering, any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more Permitted Holders, shall “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings (or the Company after a Qualified Public Offering of the Company) and the percentage of the aggregate ordinary voting power represented by such Equity Interests beneficially owned by such person or group exceeds the percentage of the aggregate ordinary voting power represented by Equity Interests of Holdings (or the Company after a Qualified Public Offering of the Company) then beneficially owned, directly or indirectly, by the Permitted Holders, unless (i) the Permitted Holders have, at such time, the right or the ability, directly or indirectly, by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings (or the Company after a Qualified Public Offering of the Company) or (ii) during any period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the board of directors of Holdings (or the Company after a Qualified Public Offering of the Company) shall be occupied by persons who were (x) members of the

board of directors of Holdings on the Effective Date or nominated by the board of directors of Holdings (or of the Company after a Qualified Public Offering of the Company) or by one or more Permitted Holders or Persons nominated by one or more Permitted Holders or (y) appointed by directors so nominated, (c) any change in control (or similar event, however denominated) with respect to Holdings or the Company shall occur under and as defined in the Permitted Senior Facilities Documents, Senior Subordinated Notes Documents or any Subordinated Indebtedness of Holdings or its Subsidiaries constituting Material Indebtedness, (d) at any time, Holdings shall cease to beneficially own, directly or indirectly, 100% of the issued and outstanding Equity Interests of the Company, or (e) at any time, Holdings shall cease to beneficially own, directly or indirectly, 100% of the issued and outstanding Equity Interests of Sub Holdco (except in connection with any transaction permitted under the terms of this Agreement).

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of any law, rule, regulation or treaty (excluding the taking effect after the Second Amendment Effective Date of a law, rule, regulation, or treaty adopted prior to the Second Amendment Effective Date), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority (other than any such request, guideline or directive to comply with any law, rule, regulation or treaty that was in effect on the Second Amendment Effective Date). It is understood and agreed that (i) the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act (Public Law 111-203, H.R. 4173), all laws relating thereto and all interpretations and applications thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, for the purpose of this Agreement, be deemed to be adopted subsequent to the date of this Agreement. Notwithstanding the foregoing, no Lender or Issuing Bank shall be entitled to any compensation under Section 2.15 unless it is the applicable Lender's or Issuing Bank’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements with similarly situated borrowers.

“Charges” has the meaning assigned to such term in Section 9.17.

“Chattel Paper” means any “chattel paper,” as such term is defined in the UCC, (and/or with respect to a Canadian Loan Party, “chattel paper,” as defined in the PPSA) including electronic chattel paper, now owned or hereafter acquired by any Loan Party, wherever located.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Extended Revolving Loans (of the same Extension Series), Swingline Loans or Protective Advances or Overadvance Loans; and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or an Extended Revolving Commitment (of the same Extension Series).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means, collectively, all U.S. Collateral and all Canadian Collateral.

“Collateral Access Agreement” has the meaning assigned to such term in the Security Agreements, as applicable.

“Collateral Documents” means, collectively, the Security Agreements, the Mortgages and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

“Commitment” means a U.S. Commitment or a Canadian Commitment. The Commitments of each Lender and the total Commitments of all Lenders as of the Second Amendment Effective Date are set forth on the Amended Commitment Schedule attached to, and as defined in, the Second Amendment.

“Commitment Fee Rate” means the applicable rate per annum set forth below based upon the Average Revolving Loan Utilization as of the most recent Adjustment Date:



Average Revolving Loan Utilization		Commitment Fee Rate
Less than 25%		0.500%
Greater than or equal to 25% but less than 50%		0.375%
Greater than or equal to 50%		0.250%

The Commitment Fee Rate shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Average Revolving Loan Utilization in accordance with the table above; provided that (a) until the first Adjustment Date occurring on or after the Second Amendment Effective Date, the “Commitment Fee Rate” shall be based upon the Average Revolving Loan Utilization for the immediately preceding fiscal quarter of the Company, and (b) if a Specified Event of Default shall have occurred and be continuing at the time any reduction in the Commitment Fee Rate would otherwise be implemented, no such reduction shall be implemented until the date on which such Specified Event of Default shall have been cured or waived.

“Commitment Schedule” means the Schedule attached hereto identified as such.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” has the meaning assigned to such term in the preamble to this Agreement.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (a) the aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, (b) obligations in respect of Capital Lease Obligations and (c) debt obligations evidenced by bonds, notes, debentures or similar instruments.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound other than the Obligations.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Company and/or other companies.

“Converted Restricted Subsidiary” has the meaning assigned to such term in the definition of the term “EBITDA”.

“Converted Unrestricted Subsidiary” has the meaning assigned to such term in the definition of the term “EBITDA”.

“Cost” means the cost of purchase of Inventory determined according to the accounting policies used in the preparation of the Company’s audited financial statements but excluding the LIFO reserve.

“Crossover Lender” means any U.S. Revolving Lender that is also a Canadian Revolving Lender or that has an Affiliate or branch that is a Canadian Revolving Lender.

“Cure Amount” shall have the meaning assigned to such term in Section 7.02.

“Cure Right” shall have the meaning assigned to such term in Section 7.02.

“DDAs” means any checking or other demand deposit account maintained by the Loan Parties. All funds in such DDAs shall be conclusively presumed to be Collateral and proceeds of Collateral; and the Agent and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the DDAs, subject to the Security Agreements and the ABL Intercreditor Agreement.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Revolving Lender that (a) fails to make any payment or provide funds to the Agent or any Borrower as required hereunder or fails otherwise to perform its obligations under any Loan Document, and such failure is not cured within three Business Days, (b) notified the Agent or a Loan Party in writing that it does not intend to satisfy any such obligation or (c) been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or becomes the subject of a Bankruptcy Proceeding; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Derivative Transaction” means (a) an interest-rate transaction, including an interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar, and floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) an exchange-rate transaction, including a cross-

currency interest-rate swap, a forward foreign-exchange contract, a currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) an equity derivative transaction, including an equity-linked swap, an equity-linked option, a forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) a commodity (including precious metal) derivative transaction, including a commodity-linked swap, a commodity-linked option, a forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or its Subsidiaries shall be a Derivative Transaction.

“Designated Disbursement Account” has the meaning assigned to such term in Section 2.21(d).

“Designated Obligations” has the meaning assigned to such term in Section 2.31.

“Dilution Reserve” means an amount equal to the excess of (i) the average non-cash reductions to the Borrowers’ Receivables (on a combined basis) during a 12-month period prior to the date of determination as established by the Borrowers’ records or by a field examination conducted by the Agent’s employees or representatives, expressed as a percentage of the Borrowers’ average gross sales (on a combined basis) during the same period, as the same may be adjusted by the Agent in the exercise of its Permitted Discretion, over (ii) 5%, multiplied by an amount equal to Eligible Receivables as of the date of determination.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the occurrence of the Termination Date), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part (except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the occurrence of the Termination Date), (c) requires the payment of any cash dividend or any other scheduled cash payment constituting a return of capital, in each case, prior to the date that is ninety-one (91) days after the earlier of the Maturity Date and the occurrence of the Termination Date or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the earlier of the Maturity Date and the occurrence of the Termination Date; provided that if such Equity Interest is issued to any plan for the benefit of employees of Holdings or any of its subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Equity Interest solely because it may be required to be repurchased by Holdings or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Document” has the meaning assigned to such term in Article 9 of the UCC (or, with respect to any Document of a Canadian Loan Party, a “document of title” as defined in the PPSA).

“Dollar Equivalent” means, at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any amount denominated in any other currency, the amount of Dollars that the Agent determines (which determination shall be conclusive and binding absent manifest error) would be necessary to be sold on such date at the applicable Exchange Rate to obtain the stated amount of the other currency.

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiaries” means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“EBITDA” means, for any period, Net Income for such period, plus

(a) without duplication and, other than in respect of expected cost savings permitted to be added to Net Income under clauses (a)(vi) and (a)(x) and other amounts permitted to be added to Net Income under clause (a)(xiii) below, to the extent already deducted (and not added back) in arriving at such Net Income, the sum of the following amounts attributable to Holdings, Sub Holdco, the Company or the Restricted Subsidiaries for such period:

(i) Interest Expense for such period,

(ii) provision for taxes based on income, profits or capital, including federal, foreign, state, franchise, excise and similar taxes paid or accrued during such period (including in respect of repatriated funds),

(iii) depreciation and amortization (including amortization of intangible assets established through purchase accounting and amortization of deferred financing fees or costs),

(iv) Non-Cash Charges,

(v) extraordinary, unusual or non-recurring non-cash charges (including fees and expenses relating thereto),

(vi) in connection with any acquisition or divestiture occurring after the Effective Date, the following expected cost savings: (A) cost savings permitted to be reflected in pro forma financial information under Rule 11.02 of Regulation S-X under the Securities Act of 1933, as amended, and (B) additional cost savings resulting from, or expected to result from, actions taken, committed to be taken or planned to be taken pursuant to a plan that (1) are factually supported and determined in good faith by the Company, as certified by the Company to the Agent, and (2) do not exceed the actual cost savings expected in good faith to be realized by Holdings, the Borrowers and their Restricted Subsidiaries as a result of such actions over the Test Period commencing with the date as of which EBITDA is being determined (as opposed to the annualized impact of such savings); provided, that the aggregate amount of cost savings added to Net Income under this clause (a)(vi) in such Test Period shall not exceed, when combined with the aggregate amount of restructuring charges and other amounts permitted to be added to Net Income in accordance with clauses (a)(vii) and (a)(x) of this definition in such Test Period and the aggregate amount of any Pro Forma Adjustments made in any such Test Period, 20.0% of EBITDA for any such Test Period (in each case, calculated without giving effect to any

adjustments made pursuant to this clause (a)(vi), clauses (a)(vii) and (a)(x) of this definition or any Pro Forma Adjustments),

(vii) cash restructuring costs actually incurred, extraordinary, non-recurring or unusual losses (including all legal fees and expenses related thereto) or expenses, integration costs, transition costs, pre-opening, opening, consolidation and closing costs for facilities, costs incurred in connection with any strategic initiatives, costs or accruals or reserves incurred in connection with acquisitions, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design and implementation costs) and curtailments or modifications to pension and postretirement employee benefit plans; provided, that the aggregate amount of restructuring charges, accruals or reserves and other amounts added to Net Income under this clause (a)(vii) in such Test Period shall not exceed, when combined with the aggregate amount of cost savings and other amounts added to Net Income pursuant to clauses (a)(vi) and (a)(x) of this definition in such Test Period and the aggregate amount of any Pro Forma Adjustments made in such Test Period, 20.0% of EBITDA for any such Test Period (in each case, calculated without giving effect to any adjustments made pursuant to this clause (a)(vii), clauses (a)(vi) and (a)(x) of this definition or any Pro Forma Adjustments); provided, further, that in no event shall any such restructuring costs with respect to any acquisition occurring before the Effective Date be added back to EBITDA at any time on or after the second anniversary of the Effective Date,

(viii) the amount of any minority interest expense (or income (loss) allocable to non-controlling interests) consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary deducted (and not added back in such period to Net Income),

(ix) the amount of management, monitoring, consulting and advisory fees, (including termination and transaction fees) and related indemnities and expenses paid or accrued in such period to (or on behalf of) the Sponsor, to the extent otherwise permitted by Sections 6.09,

(x) with respect to each Specified Restructuring that occurs prior to the applicable date of calculation of EBITDA, cost savings resulting from or reasonably expected to result from actions taken or committed to be taken pursuant to a plan, which cost savings (a) are factually supportable as determined in good faith by the Company and certified by the Company to the Agent, and (b) do not exceed the actual cost savings expected in good faith to be realized by Holdings, the Borrowers and their Restricted Subsidiaries as a result of such actions over the Test Period commencing with the date as of which EBITDA is being determined (as opposed to the annualized impact of such savings); provided that (A) no cost savings shall be added pursuant to this clause (a)(x) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (a)(vi) above or in the definition of the term “Pro Forma Adjustment”, and (B) the aggregate amount of cost savings added pursuant to this clause (a)(x) shall not exceed for any Test Period, when combined with the aggregate amount of cost savings, restructuring charges, accruals or reserves and other amounts added to Net Income under clauses (a)(vi) and (a)(vii) of this definition in such Test Period and the aggregate amount of any Pro Forma Adjustments made in any such Test Period, 20.0% of EBITDA for any such Test Period (in each case, calculated without giving effect to any adjustments made pursuant to clauses (a)(vi) and (a)(vii) of this definition, this clause (a)(x) or any Pro Forma Adjustments),

(xi) losses on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business),

(xii) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any equity subscription or equity holder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or Net Cash Proceeds of an issuance of Qualified Equity Interests contributed or issued, as the case may be, contemporaneously with the incurrence of such costs or expenses, and

(xiii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to paragraph (b) below for any previous period not added back,

less

(b) without duplication and only to the extent included in arriving at such Net Income, the sum of the following amounts attributable to Holdings, Sub Holdco, the Company or the Restricted Subsidiaries for such period:

(i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Net Income or EBITDA in any prior period),

(ii) gains on asset sales, disposals and abandonments (other than asset sales, disposals and abandonments in the ordinary course of business),

(iii) the amount of any minority interest income (or income (loss) allocable to non-controlling interests) consisting of Subsidiary loss attributable to minority equity interests of third parties in any non-wholly owned Subsidiary added (and not deducted) in such period in arriving at Net Income,

(iv) cash expenditures (or any netting arrangements resulting in increased cash expenditures) not deducted in arriving at EBITDA or Net Income in any period to the extent non-cash losses relating to such income were added in the calculation of EBITDA pursuant to paragraph (a) above for any previous period and not deducted, and

(v) extraordinary, unusual and non-recurring non-cash gains (less all fees and expenses relating thereto),

in each case, as determined on a consolidated basis for Holdings, Sub Holdco, the Company and its Restricted Subsidiaries in accordance with GAAP; provided that,

(i) to the extent included in Net Income, there shall be excluded in determining EBITDA currency translation gains and losses,

(ii) to the extent included in Net Income, there shall be excluded in determining EBITDA for any period, any adjustments resulting from the application of Accounting Standards Codification 815,

(iii) there shall be included in determining EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Subsidiary during such period or after such period but on or prior to, or simultaneously with, the calculation of EBITDA, in the case of each of the foregoing, to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period or after such period but on or prior to, or simultaneously with, the calculation of EBITDA (each, a “Converted Restricted Subsidiary”), in the case of each of the foregoing, based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) an adjustment equal to the amount of the Pro Forma Adjustment for such period (including the portion thereof occurring prior to such acquisition or conversion) as specified in the Pro Forma Adjustment Certificate delivered to the Agent (for further delivery to the Lenders); and

(iv) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Company or any Restricted Subsidiary during such period or after such period but on or prior to, or simultaneously with, the calculation of EBITDA (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period or after such period but on or prior to, or simultaneously with, the calculation of EBITDA (each, a “Converted Unrestricted Subsidiary”), in the case of each of the foregoing, based on the Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.

Notwithstanding anything to the contrary contained herein, (a) and subject to adjustment as provided in clauses (iii) and (iv) of the immediately preceding proviso with respect to acquisitions and dispositions occurring following the Effective Date and adjustments as provided under clauses (a)(vi), (a)(vii) and (a)(x) of this definition, EBITDA shall be deemed to be as set forth on Schedule 1.01(e) for the periods described on such schedule, (b) all calculations for “EBITDA” will be determined in accordance with GAAP and (c) when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.14, the events described in clauses (iii) and (iv) of the immediately preceding proviso occurring following the Effective Date that occurred subsequent to the end of the applicable period shall not be given Pro Forma Effect.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02), which date was March 31, 2011.

“Eligible Assignee” means (a) a Lender, (b) a commercial bank, insurance company, or company engaged in the business of making asset based loans or commercial loans or a commercial finance company, which Person, together with its Affiliates, has a combined capital and surplus in excess of $750,000,000, (c) any Affiliate of a Lender or (d) an Approved Fund of a Lender; provided that, in any event, “Eligible Assignee” shall not include (i) any natural person, (ii) any Defaulting Lender, (iii)

with respect to any Canadian Revolving Lender, any of the foregoing listed in clauses (a) through (c) of this definition that is not a Canadian Qualified Lender unless an Event of Default has occurred and is continuing, or (iv) Holdings, Sub Holdco, the Company or any Subsidiary.

“Eligible Canadian Inventory” means items of Inventory of the Canadian Borrower subject to the Lien in favor of the Agent held for sale in the ordinary course of the business of the Canadian Borrower (but not including packaging or shipping materials or maintenance supplies) that, unless otherwise approved by the Agent in its Permitted Discretion, meet all of the following requirements, subject to the ability of the Agent to establish other criteria of eligibility in its Permitted Discretion or modify the criteria established below, in either case subject to the requirements of Section 2.22 and Section 9.02(b)(K).

(a) such Inventory is owned by the Canadian Borrower and is subject to a first priority perfected Lien in favor of the Agent;

(b) such Inventory is not subject to any other Lien other than Liens permitted by Section 6.02, and other than Liens permitted under Section 6.02(ll), so long as such Liens do not have priority over the Lien of the Agent and are junior to the Lien of the Agent;

(c) such Inventory consists of raw materials or finished goods and does not consist of work-in-process, supplies or consigned goods, except that consigned goods valued at up to the Dollar Equivalent of $5,000,000 in the aggregate (the “Allowed Consignment Amount”) shall be eligible at any time as Eligible Canadian Inventory or Eligible U.S. Inventory on a combined basis;

(d) such Inventory is in good condition and meets in all material respects all material standards applicable to such goods, their use or sale imposed by any Governmental Authority having regulatory authority over such matters;

(e) such Inventory is currently either usable or saleable, at prices approximating at least the Cost thereof, in the normal course of the Canadian Borrower’s business;

(f) such Inventory is not obsolete or returned (except Inventory that is placed back into stock in the ordinary course of business) or repossessed or used goods taken in trade;

(g) such Inventory does not constitute Hazardous Material classified as Inventory of the Environmental Services Division;

(h) such Inventory is either located within Canada at one of the Permitted Inventory Locations or is in transit within Canada from one Permitted Inventory Location to another Permitted Inventory Location for not more than seven consecutive days;

(i) if such Inventory is located at any location leased by the Canadian Borrower, (i) the lessor has delivered to the Agent a Collateral Access Agreement as to such location or (ii) a Rent Reserve with respect to such location has been established by the Agent in its Permitted Discretion; and

has delivered to the Agent a Collateral Access Agreement and such other documentation as the Agent may reasonably require or (ii) an appropriate Reserve has been established by the Agent in its Permitted Discretion.

If the Agent deems Inventory ineligible in its Permitted Discretion (and not based upon the criteria set forth above), then the Agent shall give the Borrower Agent five (5) Business Days’ prior notice thereof; provided that (i) any modification of the eligibility criteria set forth above shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such eligibility criteria, as determined by the Agent in its Permitted Discretion and (ii) circumstances, conditions, events or contingencies arising prior to the Effective Date of which the Agent had actual knowledge prior to the Effective Date shall not be the basis for any such modification after the Effective Date unless such circumstances, conditions, events or contingencies shall have changed since the Effective Date.

With respect to any Inventory that was acquired or originated by any Person acquired by the Canadian Borrower after the Effective Date, the Agent shall use commercially reasonable efforts, at the expense of the Canadian Borrower, to complete diligence in respect of such Inventory, within a reasonable time following request of the Borrower Agent.

“Eligible Canadian Receivable” means the unpaid portion of a Receivable payable in Dollars or Canadian Dollars to the Canadian Borrower subject to the Lien in favor of the Agent net of any returns, discounts, credits or other allowances or deductions agreed to by the Canadian Borrower and net of any amounts owed by the Canadian Borrower to the Account Debtor on such Receivable (including to the extent of any set-off), which Receivable, unless otherwise approved by the Agent in its Permitted Discretion, meets all of the following requirements, subject to the ability of the Agent to establish other criteria of eligibility in its Permitted Discretion or modify the criteria established below, in either case subject to the requirements of Section 2.22 and Section 9.02(b)(K).

(a) such Receivable is owned by the Canadian Borrower and represents a complete bona fide transaction which requires no further act under any circumstances on the part of the Canadian Borrower to make such Receivable payable by the Account Debtor, and, for the avoidance of doubt, in the case a Receivable related to goods shipped where title to such goods passes to the customer upon receipt of the goods, such transaction shall not be deemed a bona fide transaction requiring no further act until such goods have been received by the customer;

(b) such Receivable is not past due more than 60 days after its due date, which due date shall not be later than 90 days after the invoice date; provided that in calculating delinquent portions of Receivables, credit balances which are unapplied for more than 60 days shall not reduce the past due portion of the Receivables balance;

(c) such Receivable does not arise out of any transaction with any Loan Party, Excluded Subsidiary, or any Affiliate of any of the foregoing, other than Receivables arising out of transactions with domestic Affiliates of the Sponsor (other than Holdings, Sub Holdco, the Company or any Subsidiary thereof), which Receivables (i) arise from arms-length transactions entered to in the ordinary course of business upon standard market terms and (ii) would otherwise be an Eligible Canadian Receivable hereunder;

(d) such Receivable is not owing by an Account Debtor from which an aggregate amount of more than 50% of the Receivables owing therefrom are, based (i) on the most recent Canadian Borrowing Base Certificate, not Eligible Canadian Receivables pursuant to clause (b) above or (ii) based on the most recent Canadian Borrowing Base Certificate and U.S. Borrowing Base Certificate, on a consolidated basis, past due more than 60 days after their applicable due date or later than 90 days after their applicable invoice date;

(e) if the Account Debtor with respect thereto is located outside of the United States of America, Canada or Puerto Rico, the goods which gave rise to such Receivable were shipped after receipt by the Canadian Borrower from the Account Debtor of an irrevocable letter of credit that has been confirmed by a financial institution reasonably acceptable to the Agent, and on terms, reasonably acceptable to the Agent, payable in the full face amount of the face value of the Receivable in Dollars at a place of payment located within the Canada and has been duly assigned to the Agent, except that up to $1,000,000 of such Receivables outstanding at any time that are otherwise Eligible Canadian Receivables, may be included in Eligible Canadian Receivables without such letter of credit supports;

(f) if such Receivable is owed by a Governmental Authority, the Canadian Borrower has assigned to the Agent its right to payments of such Receivable so as to comply with the Financial Administration Act (Canada), as amended from time to time, or any such other Applicable Law;

(g) the representations and warranties set forth in the Canadian Security Agreement applicable to Receivables are correct in all material respects with respect to such Receivable;

(h) such Receivable (i) is a valid, legally enforceable obligation of the Account Debtor with respect thereto and (ii) is not disputed, is not subject to a claim, counterclaim, discount, deduction, reserve, allowance for rebate, other allowance, recoupment, offset or chargeback that has been asserted with respect thereto by the applicable Account Debtor (but only to the extent of such dispute, claim, counterclaim, discount, deduction, reserve, allowance for rebate, other allowance, recoupment, offset or chargeback), and is not subject to offset or reduction based upon cash received by the Canadian Borrower but not yet applied against such Receivable;

(i) such Receivable is not owed by an Account Debtor that is subject to a Bankruptcy Proceeding or that is liquidating, dissolving or winding up its affairs or otherwise deemed not creditworthy by the Agent in its Permitted Discretion;

(j) the goods the sale of which gave rise to such Receivable were shipped or delivered to the Account Debtor on an absolute sale basis and not on a xxxx and hold sale basis, a consignment sale basis, a guaranteed sale basis, a sale or return basis or on the basis of any other similar understanding, and such goods have not been returned or rejected;

(k) such Receivable is not owing by an Account Debtor whose then-existing Receivables owing to the Borrowers, based on the most recent U.S. Borrowing Base Certificate and Canadian Borrowing Base Certificate, exceed 20% of the net amount of all Eligible Receivables, but such Receivable shall be ineligible only to the extent of such excess;

(l) such Receivable is evidenced by a customary invoice or other customary documentation reasonably satisfactory to the Agent in its Permitted Discretion;

(m) such Receivable is not evidenced by Chattel Paper or an Instrument of any kind;

(n) such Receivable is subject to a first priority perfected Lien in favor of the Agent;

(o) such Receivable is not subject to any Lien other than Liens permitted by Section 6.02 so long as such Liens do not have priority over the Lien of the Agent and are junior to the Lien of the Agent; and

(p) such Receivable is not subject to a Permitted Receivables Transaction.

If the Agent deems Receivables ineligible in its Permitted Discretion (and not based upon the criteria set forth above), then the Agent shall give the Borrower Agent five (5) Business Days’ prior notice thereof; provided that (i) any modification of the eligibility criteria set forth above shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such eligibility criteria, as determined by the Agent in its Permitted Discretion and (ii) circumstances, conditions, events or contingencies arising prior to the Effective Date of which the Agent had actual knowledge prior to the Effective Date shall not be the basis for any such modification after the Effective Date unless such circumstances, conditions, events or contingencies shall have changed since the Effective Date.

With respect to any Receivables that were acquired or originated by any Person acquired by the Canadian Borrower after the Effective Date, the Agent shall use commercially reasonable efforts, at the expense of the Canadian Borrower, to complete diligence in respect of such Person and such Receivables, within a reasonable time following request of the Borrower Agent.

“Eligible Inventory” means Eligible Canadian Inventory or Eligible U.S. Inventory.

“Eligible Receivable” means an Eligible Canadian Receivable or an Eligible U.S. Receivable.

“Eligible U.S. Inventory” means items of Inventory of a U.S. Borrower subject to the Lien in favor of the Agent held for sale in the ordinary course of the business of such U.S. Borrower (but not including packaging or shipping materials or maintenance supplies) that, unless otherwise approved by the Agent in its Permitted Discretion, meet all of the following requirements, subject to the ability of the Agent to establish other criteria of eligibility in its Permitted Discretion or modify the criteria established below, in either case subject to the requirements of Section 2.22 and Section 9.02(b)(K):

(a) such Inventory is owned by a U.S. Borrower and is subject to a first priority perfected Lien in favor of the Agent;

(b) such Inventory is not subject to any other Lien other than Liens permitted by Section 6.02 so long as such Liens do not have priority over the Lien of the Agent and are junior to the Lien of the Agent;

(c) such Inventory consists of raw materials or finished goods and does not consist of work-in-process, supplies or consigned goods, except that consigned goods valued at up to the Dollar

Equivalent of the Allowed Consignment Amount shall be eligible at any time as Eligible Canadian Inventory or Eligible U.S. Inventory on a combined basis;

(e) such Inventory is currently either usable or saleable, at prices approximating at least the Cost thereof, in the normal course of the applicable U.S. Borrower’s business;

(f) such Inventory is not obsolete or returned (except Inventory that is placed back into stock in the ordinary course of business) or repossessed or used goods taken in trade;

(g) such Inventory does not constitute Hazardous Material classified as Inventory of the Environmental Services Division;

(h) such Inventory is either located within the United States at one of the Permitted Inventory Locations or is in transit within the United States from one Permitted Inventory Location to another Permitted Inventory Location for not more than seven consecutive days;

(i) if such Inventory is located at any location leased by a U.S. Loan Party, (i) the lessor has delivered to the Agent a Collateral Access Agreement as to such location or (ii) a Rent Reserve with respect to such location has been established by the Agent in its Permitted Discretion; and

(j) such Inventory is not subject to any warehouse receipt or negotiable Document unless in the possession of the Agent, and if such Inventory is located in any third party warehouse or is in the possession of a bailee and is not evidenced by a Document, (i) such warehouseman or bailee has delivered to the Agent a Collateral Access Agreement and such other documentation as the Agent may reasonably require or (ii) an appropriate Reserve has been established by the Agent in its Permitted Discretion.

With respect to any Inventory that was acquired or originated by any Person acquired after the Effective Date, the Agent shall use commercially reasonable efforts, at the expense of the U.S. Loan Parties, to complete diligence in respect of such Person and such Inventory, within a reasonable time following request of the Borrower Agent.

“Eligible U.S. Receivable” means the unpaid portion of a Receivable payable in Dollars or Canadian Dollars to a U.S. Borrower subject to the Lien in favor of the Agent net of any returns,

discounts, credits or other allowances or deductions agreed to by a U.S. Borrower and net of any amounts owed by a U.S. Borrower to the Account Debtor on such Receivable (including to the extent of any set-off), which Receivable, unless otherwise approved by the Agent in its Permitted Discretion, meets all of the following requirements, subject to the ability of the Agent to establish other criteria of eligibility in its Permitted Discretion or modify the criteria established below, in either case subject to the requirements of Section 2.22 and Section 9.02(b)(K):

(a) such Receivable is owned by a U.S. Borrower and represents a complete bona fide transaction which requires no further act under any circumstances on the part of any U.S. Borrower to make such Receivable payable by the Account Debtor, and, for the avoidance of doubt, in the case a Receivable related to goods shipped where title to such goods passes to the customer upon receipt of the goods, such transaction shall not be deemed a bona fide transaction requiring no further act until such goods have been received by the customer;

(d) such Receivable is not owing by an Account Debtor from which an aggregate amount of more than 50% of the Receivables owing therefrom are (i) based on the most recent U.S. Borrowing Base Certificate, not Eligible U.S. Receivables pursuant to clause (b) above or (ii) based on the most recent Canadian Borrowing Base Certificate and U.S. Borrowing Base Certificate, on a consolidated basis, past due more than 60 days after their applicable due date or later than 90 days after their applicable invoice date;

(e) if the Account Debtor with respect thereto is located outside of the United States of America, Canada or Puerto Rico, the goods which gave rise to such Receivable were shipped after receipt by the applicable U.S. Borrower from the Account Debtor of an irrevocable letter of credit that has been confirmed by a financial institution reasonably acceptable to the Agent, and on terms, reasonably acceptable to the Agent, payable in the full face amount of the face value of the Receivable in Dollars at a place of payment located within the United States and has been duly assigned to the Agent, except that up to $10,000,000 of such Receivables outstanding at any time that are otherwise Eligible U.S. Receivables, may be included in Eligible U.S. Receivables without such letter of credit supports;

(f) such Receivable is not subject to the Assignment of Claims Act of 1940, as amended from time to time, or any other Applicable Law now or hereafter existing similar in effect thereto, unless the applicable Borrower has assigned its right to payments of such Receivable so as to comply with the Assignment of Claims Act of 1940, as amended from time to time, or any such other Applicable Law, or to any contractual provision accepted in writing by such Borrower prohibiting its

assignment or requiring notice of or consent to such assignment which notice or consent has not been made or obtained;

(g) the representations and warranties set forth in the U.S. Security Agreement applicable to Receivables are correct in all material respects with respect to such Receivables;

(h) such Receivable (i) is a valid, legally enforceable obligation of the Account Debtor with respect thereto and (ii) is not disputed, is not subject to a claim, counterclaim, discount, deduction, reserve, allowance for rebate, other allowance recoupment, offset or chargeback that has been asserted with respect thereto by the applicable Account Debtor (but only to the extent of such dispute, claim, counterclaim, discount, deduction, reserve, allowance for rebate, other allowance, recoupment, offset or chargeback), and is not subject to offset or reduction based upon cash received by such Borrower but not yet applied against such Receivable;

(l) such Receivable is evidenced by a customary invoice or other customary documentation reasonably satisfactory to the Agent in its Permitted Discretion;

(m) such Receivable is not evidenced by Chattel Paper or an Instrument of any kind;

(n) such Receivable is subject to a first priority perfected Lien in favor of the Agent;

(p) such Receivable is not subject to a Permitted Receivables Transaction.

Date unless such circumstances, conditions, events or contingencies shall have changed since the Effective Date.

With respect to any Receivables that were acquired or originated by any Person acquired by any U.S. Borrower after the Effective Date, the Agent shall use commercially reasonable efforts, at the expense of the U.S. Loan Parties, to complete diligence in respect of such Person and such Receivables, within a reasonable time following request of the Borrower Agent.

“Environmental Laws” means all applicable laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating to the protection of the environment, the preservation or reclamation of natural resources, the management, transportation, disposal, release or threatened release of any Hazardous Material or to health and safety matters (to the extent related to the exposure to any Hazardous Material).

“Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement in writing pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Contribution” has the meaning assigned to such term in the recitals to this Agreement.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan

is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Borrower or any ERISA Affiliate.

“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excess Availability” means the sum of (a) U.S. Excess Availability plus (b) the Dollar Equivalent of Canadian Excess Availability.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Rate” means, on any date, (i) with respect to Canadian Dollars in relation to Dollars, the spot rate as quoted by BANA at its noon spot rate at which Dollars are offered on such date for Canadian Dollars, and (ii) with respect to Dollars in relation to Canadian Dollars, the spot rate as quoted by BANA at its noon spot rate at which Canadian Dollars are offered on such date for such Dollars.

“Excluded Accounts” means the collective reference to (i) all accounts described on or set forth on Schedule 1 to the U.S. Security Agreement (or any account established to replace any account set forth on Schedule 1 to the U.S. Security Agreement (or any successive replacement accounts in respect thereof)), (ii) all accounts described on or set forth on Schedule A to each of the Canadian Security Agreements (or any account established to replace any account set forth on Schedule A to the Canadian Security Agreement (or any successive replacement accounts in respect thereof)) and (iii) subject to Section 2.21(d), each segregated DDA that is established and maintained from time to time by any Loan Party and that is used exclusively as a disbursement account.

“Excluded Equity Interests” shall mean (a) any Equity Interests with respect to which the Company and the Agent have reasonably determined in writing that the cost or other consequences (including any material adverse tax consequences) of pledging such Equity Interests shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests to secure the Obligations, (i) any Equity Interests of any Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes substantially all of the assets of which consist of the stock of one or more Foreign Subsidiaries, and (ii) any Equity Interests that are voting Equity Interests of a Foreign Subsidiary, in each of clauses (i) and (ii), in excess of 65% of the outstanding voting Equity Interests of such class (provided, that if a Domestic Subsidiary described in the foregoing clause (b)(i) owns any Equity Interests described in the foregoing clause (b)(ii), solely for the purpose of pledging Equity Interests, such Equity Interests described in clause (i) shall be deemed to be Excluded Equity Interests), (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) the Equity Interests of any Subsidiary that is not wholly owned by the Company and its Subsidiaries at the time such Subsidiary becomes a Subsidiary (for so long as such Subsidiary remains a non-wholly owned Subsidiary), (e) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary and (g) any Equity Interests of a joint venture to the extent that the joint venture agreement

applicable thereto restricts the pledge of such Equity Interests; provided, that, notwithstanding anything herein to the contrary, any Equity Interests pledged to secure any obligations under any Permitted Senior Facilities Documents shall not be deemed to be Excluded Equity Interests hereunder and shall be pledged to secure the Obligations.

“Excluded Subsidiary” shall mean (a) any Subsidiary that is not a wholly-owned Subsidiary on any date such Subsidiary would otherwise be required to become a Loan Party pursuant to the requirements of Section 5.11 (for so long as such Subsidiary remains a non-wholly owned Subsidiary), (b) any Subsidiary that is prohibited by any Requirements of Law or any Contractual Obligation existing on the Effective Date or by any Contractual Obligation existing at the time such Subsidiary becomes a Subsidiary of the Company, in each case from guaranteeing the Obligations or that would require a governmental (including regulatory) consent, approval, license or authorization in order to grant such guarantee (for so long as such restrictions or any replacement or renewal thereof is in effect), (c) any Domestic Subsidiary that is (i) treated as a disregarded entity for U.S. federal income tax purposes substantially all of the assets of which consist of the stock of one or more Foreign Subsidiaries or (ii) a direct or indirect Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Code, (d) any Immaterial Subsidiary and any Unrestricted Subsidiary, (e) any other Subsidiary with respect to which the Company and the Agent have reasonably determined that the cost or other consequences (including any material adverse tax consequences) of providing a guarantee shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (f) any non-for-profit Subsidiary, if any, (g) any captive insurance Subsidiary, if any, and (h) each Foreign Subsidiary.

“Excluded Swap Obligation” means, with respect to any Loan Party, any CEA Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such CEA Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 2.25(h) and any other “keepwell, support, or other agreement” for the benefit of such Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the guaranty of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such CEA Swap Obligation. If a CEA Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such CEA Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to the Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Company or any other Loan Party hereunder or any other Loan Document, (a) Taxes imposed on (or measured by) its net income (however denominated), franchise taxes and branch profit taxes, in each case (i) imposed by the United States of America or Canada or any political subdivision of either thereof, (ii) imposed by the jurisdiction or any political subdivision thereof under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (iii) that are Other Connection Taxes, (b) other than in the case of an assignee pursuant to a request by the Borrower Agent under Section 2.19(b), any U.S. federal withholding tax and, after

the effective date, any non-U.S. federal withholding tax, in each case, that is imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office) (or where the Lender is a partnership for purposes of the relevant taxing authority, on the later of the date on which such Lender becomes a party hereto or on the date when the affected partner becomes a partner of such Lender) or is attributable to such Lender’s failure to comply with Section 2.17(e) or (f), as applicable, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment, as the case may be), to receive additional amounts from the Company or any other Loan Party with respect to such withholding tax pursuant to Section 2.17(a), and (c) any withholding tax that is imposed under FATCA.

“Existing Class” means each Class of Existing Revolving Commitments.

“Existing Letter of Credit” means any letter of credit previously issued for the account of the Company or any other Loan Party by a Lender or an Affiliate of a Lender that is (a) outstanding on the Effective Date and (b) listed on Schedule 1.01(a).

“Existing Canadian Revolving Commitments” has the meaning assigned to such term in Section 2.27(b)(i).

“Existing Canadian Revolving Loans” has the meaning assigned to such term in Section 2.27(b)(i).

“Existing Revolving Commitments” means the Existing U.S. Revolving Commitments and the Existing Canadian Revolving Commitments, as applicable.

“Existing Tranche A Incremental Foreign Facility Letter of Credit” means the U.S. Letter of Credit described on Schedule 1 to the Fourth Amendment.

“Existing U.S. Revolving Commitments” has the meaning assigned to such term in Section 2.27(a)(i).

“Existing U.S. Revolving Loans” has the meaning assigned to such term in Section 2.27(a)(i).

“Extended Canadian Loans/Commitments” means Extended Canadian Revolving Loans and/or Extended Canadian Revolving Commitments.

“Extended Canadian Revolving Commitments” has the meaning assigned to such term in Section 2.27(b)(i).

“Extended Canadian Revolving Loans” has the meaning assigned to such term in Section 2.27(b)(i).

“Extended Revolving Commitments” means Extended U.S. Revolving Commitments or Extended Canadian Revolving Commitments, as applicable.

“Extended U.S. Loans/Commitments” means Extended U.S. Revolving Loans and/or Extended U.S. Revolving Commitments.

“Extended U.S. Revolving Commitments” has the meaning assigned to such term in Section 2.27(a)(i).

“Extended U.S. Revolving Loans” has the meaning assigned to such term in Section 2.27(a)(i).

“Extending Canadian Lender” has the meaning assigned to such term in Section 2.27(b)(iii).

“Extending U.S. Lender” has the meaning assigned to such term in Section 2.27(a)(ii).

“Extension Series” means a Canadian Extension Series or a U.S. Extension Series, as applicable.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Second Amendment Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant thereto (including Section 1471(b)(1) of the Code or any intergovernmental agreements).

“Federal Funds Effective Rate” means, (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to the Agent on the applicable day on such transactions, as determined by the Agent.

“Fee Letter” means the amended and restated fee letter, dated as of November 24, 2010, between the Agent, General Electric Capital Corporation, the Joint Lead Arrangers and Holdings.

“Financed Capital Expenditures” means, with respect to any Person and for any period, Capital Expenditures made by such Person during such period that are financed with the proceeds of Indebtedness (other than Revolving Loans) or Net Cash Proceeds of any Proceeds Event.

“Financial Officer” means the chief financial officer, treasurer or controller of the Company.

“First Loan Year” means the period commencing on the Effective Date and ending on the date immediately preceding the first anniversary of the Effective Date.

“First Priority Lien” means any Lien on any asset of any Loan Party that is granted under any Pari Term Loan Debt Security Documents and that, pursuant and subject to the provisions of the ABL Intercreditor Agreement, is senior in priority to the Liens of the Agent in the Collateral.

“Fixed Charges” means, with reference to any period, without duplication, the sum of (a) Interest Expense actually paid in cash for such period, plus (b) the aggregate amount of scheduled principal payments in respect of long-term Consolidated Total Indebtedness of Holdings, Sub Holdco,

the Company and its Restricted Subsidiaries made in cash during such period (other than payments made by Holdings, Sub Holdco, the Company or any Restricted Subsidiary to Holdings, Sub Holdco, the Company or a Restricted Subsidiary) plus (c) other than the amount of any payment on account of any Permitted Acquisition Preferred Shares, any payments on account of (i) Disqualified Equity Interests of Holdings, Sub Holdco, the Company or any Restricted Subsidiary or (ii) preferred Equity Interests of Holdings, Sub Holdco, the Company or any Restricted Subsidiary (whether in the nature of dividends, redemption, repurchase or otherwise), in each case under clauses (i) and (ii), required to be made in cash in such period.

“Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of:

(i) (A) EBITDA of Holdings, Sub Holdco, the Company and its Restricted Subsidiaries for the most recent Test Period ended on or prior to such date of determination plus (B) only for purposes of the calculation of the Fixed Charge Coverage Ratio under, and as provided in, Section 7.02, Permitted Cure Securities minus (C) taxes based on income, profits or capital, including federal, foreign, state, franchise, excise and similar taxes (including in respect of repatriated funds), net of cash refunds received, of Holdings, Sub Holdco, the Company and its Restricted Subsidiaries paid in cash during such Test Period minus (D) Unfinanced Capital Expenditures made by Holdings, the Company and its Restricted Subsidiaries during such Test Period, to

(ii) Fixed Charges payable by Holdings, Sub Holdco, the Company and its Restricted Subsidiaries in cash during such Test Period, all as determined on a consolidated basis in accordance with GAAP.

For purposes of calculating the Fixed Charge Coverage Ratio for any period ending prior to the first anniversary of the Effective Date, Interest Expense shall be an amount equal to actual Interest Expense from the Effective Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Effective Date through the date of determination.

“Floating Rate” means Alternate Base Rate or Canadian Prime Rate.

“Foreign Lender” means a Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Subsidiary” means any Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, which for the avoidance of doubt, does not include Canadian Subsidiaries that are Loan Parties.

“Foreign Subsidiary Borrowing Base” means, as of any date, an amount equal to the sum of (a) 85% of the aggregate book value of all accounts receivable of the applicable Foreign Subsidiary or Subsidiaries and (b) 70% of the aggregate book value of all inventory owned by the applicable Foreign Subsidiary or Subsidiaries.

“Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiary or Subsidiaries that are not Loan Parties, as determined in accordance with GAAP in good faith by the Company, without intercompany eliminations between such Foreign Subsidiaries and the Company and its other Subsidiaries.

“Fourth Amendment” means that certain Amendment No. 4 to Credit Agreement, dated as of January 30, 2015, among the Company, the Tranche A Incremental Foreign Facility Revolving Lenders party thereto, the Tranche A Incremental Foreign Facility Issuing Bank and the Agent.

“Fourth Amendment Effective Date” means the “Amendment Effective Date” under and as defined in the Fourth Amendment.

“FSCO” means the Financial Services Commission of Ontario or like body in any other province or territory of Canada and any other Governmental Authority succeeding to the functions thereof.

“Funding Account” has the meaning assigned to such term in Section 4.01(j).

“GAAP” means generally accepted accounting principles in the United States of America, in effect and applicable to that accounting period in respect of which reference to GAAP is being made, subject to the provisions of Section 1.04.

“Governmental Authority” means the government of the United States of America, Canada or any other nation or any political subdivision thereof, whether federal, state, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning assigned to such term in Section 9.04(e).

“Guarantee” of or by any Person (the “Guarantor”) means any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of the Guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Guaranteed Obligations” means the U.S. Guaranteed Obligations and the Canadian Guaranteed Obligations; provided, that Guaranteed Obligations of a Loan Party shall not include any Excluded Swap Obligations.

“Guarantor Percentage” has the meaning assigned to such term in Section 10.09.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature to the extent the foregoing are regulated pursuant to any Environmental Law.

“Holdings” has the meaning assigned to such term in the preamble to this Agreement.

“Immaterial Subsidiary” means, at any date of determination, any Subsidiary designated as such in writing by the Company to the Agent and that (a) contributed 5.0% or less of EBITDA for the Test Period most recently ended prior to such date of determination and (b) had consolidated assets representing 5.0% or less of the Total Assets of the Company and the Subsidiaries on the last day of the Test Period most recently ended prior to such date of determination. The Immaterial Subsidiaries as of the Effective Date are listed on Schedule 1.01(b).

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Foreign Facility” means any Permitted Foreign Facility established in accordance with Section 2.23.

“Incremental Foreign Facility Lender” has the meaning specified in Section 2.23(d).

“Indebtedness” of any Person means (in each case, whether such obligation is with full or limited recourse), without duplication, (a) any obligation of such Person for borrowed money, (b) any obligation of such Person evidenced by a bond, debenture, note or other similar instrument, (c) any obligation of such Person to pay the deferred purchase price of property or services, except (i) accrued expenses and trade accounts payable that arise in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable, (d) all Capital Lease Obligations of such Person, (e) all obligations of such Person in respect of Disqualified Equity Interests, (f) any obligation of such Person (whether or not contingent) to any other Person in respect of a letter of credit or other Guarantee issued by such other Person, (g) any Swap Obligation, except that if any Swap Agreement relating to such Swap Obligation provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount thereof, (h) any Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on any asset of such Person (provided that the amount of such Indebtedness shall be the lesser of the fair market value of such asset at the date of determination determined by such Person in good faith and the amount of such Indebtedness of others so secured) and (i) any Indebtedness of others Guaranteed by such Person. For all purposes hereof, the Indebtedness

of any Person shall exclude purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset (other than earn-out obligations).

“Indemnitees” has the meaning assigned to such term in Section 9.03(b).

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information” has the meaning assigned to such term in Section 3.11(a).

“Initial Borrowing Base” means, at any time during the Initial Borrowing Base Period, (a) with respect to U.S. Loans, (i) 65% of the net book value of the U.S. Borrowers’ domestic Receivables plus (ii) 40% of the net book value (determined in accordance with GAAP but excluding LIFO reserve) of the U.S. Borrowers’ domestic Inventory (as otherwise adjusted for U.S. Reserves in accordance with the definition of “U.S. Borrowing Base”), and (b) with respect to Canadian Loans, (i) 65% of the net book value of the Canadian Borrower’s domestic Receivables plus (ii) 40% of the net book value (determined in accordance with GAAP but excluding LIFO reserve) of the Canadian Borrower’s domestic Inventory (as otherwise adjusted for Canadian Reserves in accordance with the definition of “Canadian Borrowing Base”), as determined based on the most recent monthly financial statements of the Borrowers delivered to the Agent; provided that each of the percentages set forth in the foregoing clauses (a)(i)-(ii) and (b)(i)-(ii) shall be reduced by 5.0% on the date that occurs sixty (60) days after the Effective Date.

“Initial Borrowing Base Period” means if the U.S. Borrowers or the Canadian Borrower, as applicable do not deliver to the Agent both a completed inventory appraisal and a field examination, each in form and substance satisfactory to the Agent, prior to the Effective Date, the period commencing on the Effective Date and ending on the earlier of (a) the ninetieth day after the Effective Date and (b) such earlier date as the Borrowers may elect after delivery to the Agent of both an inventory appraisal and a field examination in each case in form and substance satisfactory to the Agent; provided that notwithstanding the delivery of an acceptable inventory appraisal and field examination, the Borrowers may elect to keep the Initial Borrowing Base in effect until the ninetieth day after the Effective Date.

“Initial Increase Effective Date” means the effective date of the first U.S. Revolving Commitment Increase, Canadian Revolving Commitment Increase or Incremental Foreign Facility under this Agreement.

“Insolvent” with respect to any Multiemployer Plan, means the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Instrument” shall have the meaning assigned to such term in Article 9 of the UCC.

“Intercompany Note” means the Intercompany Subordinated Note, dated as of the Effective Date, substantially in the form of Exhibit I hereto executed by Holdings, Sub Holdco, the Company and each other Subsidiary of the Company.

“Interest Election Request” means a request by the Borrower Agent to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Expense” means, with respect to any period, without duplication, the sum of:

(1) consolidated interest expense of Holdings, Sub Holdco, the Company and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Restricted Subsidiaries, to the extent such expense was deducted (and not added back) in computing Net Income (including (a) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances during such period, (b) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the xxxx to market valuation of Swap Agreements or other Derivative Transactions pursuant to GAAP or Accounting Standards Codification 815), (c) the interest component of Capital Lease Obligations and (d) net payments, if any, made (less net payments, if any, received) pursuant to obligations under interest rate Swap Agreements with respect to Indebtedness, and excluding (i) accretion or accrual of discounted liabilities not constituting Indebtedness, (ii) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (iii) all additional interest or liquidated damages then owing pursuant to any registration rights agreement and any comparable “additional interest” or liquidated damages with respect to other securities designed to compensate the holders thereof for a failure to publicly register such securities, (iv) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (v) any expensing of commitment and other financing fees, (vi) any interest in respect of items excluded from Indebtedness in the proviso to the definition thereof, (vii) any one-time costs associated with breakage in respect of Swap Agreements for interest rates and (viii) penalties and interest relating to taxes); plus

(2) consolidated capitalized interest of Holdings, Sub Holdco, the Company and its Subsidiaries for such period, whether paid or accrued; less

(3) interest income of Holdings, Sub Holdco, the Company and its Restricted Subsidiaries for such period.

For purposes of this definition, (x) interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP and (y) the Interest Expense of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries shall be excluded.

“Interest Payment Date” means (a) with respect to any ABR Loan or Canadian Prime Rate Loan (other than a Swingline Loan), the first Business Day of each January, April, July and October and the Maturity Date, (b) with respect to any LIBOR Rate Loan or Canadian BA Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a LIBOR Rate Borrowing or Canadian BA Rate Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period (or if such day is not a Business Day, the next succeeding Business Day) and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means (a) with respect to any LIBOR Rate Borrowing or Canadian BA Rate Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, to the extent available to and agreed to by each Lender, nine or twelve months) thereafter, as the Borrower Agent may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Period Rate” means the Adjusted LIBOR Rate or the Canadian BA Rate.

“Inventory” means collectively, any “Inventory” as defined in either Security Agreement.

“Investment Grade Securities” means (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Permitted Investments), (b) debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 by Moody’s or the equivalent of such rating by such rating organization, or if no rating of S&P’s or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Borrowers and their Subsidiaries and (c) investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment and/or distribution.

“IRS” has the meaning assigned to such term in Section 2.17(e).

“Issuing Banks” means, collectively, the U.S. Issuing Banks and the Canadian Issuing Banks.

“Joinder Agreement” has the meaning assigned to such term in Section 5.11.

“Joint Lead Arrangers” means Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated and Citigroup Global Markets Inc., and Barclays Capital.

“LC Collateral Account” means the Canadian LC Collateral Account, the U.S. LC Collateral Account or the Tranche A Incremental Foreign Facility LC Collateral Account, as applicable.

“LC Disbursement” means a Canadian LC Disbursement, a U.S. LC Disbursement or a Tranche A Incremental Foreign Facility LC Disbursement, as applicable.

“LC Exposure” means, at any time of determination, the sum of the Canadian LC Exposure, the U.S. LC Exposure and the Tranche A Incremental Foreign Facility LC Exposure.

“Lease Expense” means, for any period, all rental expenses of the Company and its Subsidiaries during such period under operating leases for real or personal property (including in connection with Sale and Lease-Back Transactions), but excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income; provided that Lease Expense shall not include (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to the Transactions and pursuant to an acquisition (including a Permitted Acquisition or a Permitted Holding Company Acquisition) to the extent that such rental expenses relate to operating leases (i) in effect at the time of (and immediately prior to) such acquisition and (ii) related to periods prior to such acquisition, (c) Capital Lease Obligations, all as determined on a consolidated basis in accordance with GAAP and (d) the effects from applying purchase accounting.

“Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise.

“Letter of Credit” means any U.S. Letter of Credit, Canadian Letter of Credit or Tranche A Incremental Foreign Facility Letter of Credit.

“LIBOR Rate” means, with respect to any Interest Period, the per annum rate of interest (rounded up, if necessary, to the nearest 1/8th of 1%), determined by the Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source designated by the Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of the LIBOR Rate Loan would be offered by the Agent’s London branch to major banks in the London interbank Eurodollar market.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, trust (deemed or statutory) or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities; provided that (i) in no event shall an operating lease be deemed to be a Lien and (ii) in no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting Loan Party.

“Liquidity Event” means the determination by the Agent that (a) Trigger Event Excess Availability is less than the greater of (1) 10.0% of the lesser of (A) the aggregate Revolving Commitments and (B) the combined Borrowing Base, as of such date, and (2) $35,000,000, in either case for a period of five consecutive Business Days, or (b) a Specified Event of Default has occurred; provided that the Agent has notified the Borrower Agent of either thereof. The occurrence of a Liquidity Event shall be deemed continuing (i) until such date as such Specified Event of Default shall no longer be continuing and (ii) until such date as Trigger Event Excess Availability exceeds such amount for thirty (30) consecutive days, in which event a Liquidity Event shall no longer be deemed to be continuing.

“Loan Account” has the meaning assigned to such term in Section 2.26(a).

“Loan Documents” means this Agreement, any promissory notes issued pursuant to the Agreement, the Fee Letter, any Letters of Credit or Letter of Credit applications, the Collateral Documents, the Perfection Certificate, the ABL Intercreditor Agreement and any intercreditor agreement(s) entered into in connection with any Permitted Foreign Facility.

“Loan Guarantor” means (a) each U.S. Loan Guarantor and (b) each Canadian Loan Guarantor.

“Loan Parties” means the U.S. Loan Parties and the Canadian Loan Parties.

“Loans” means U.S. Loans, Canadian Loans and loans and advances under any Incremental Foreign Facilities.

“Management Fees” has the meaning given such term in the Management Services Agreement.

“Management Services Agreement” means, collectively, the Management Services Agreement by and among the Company and the Sponsor, dated as of the Effective Date, pursuant to which the Sponsor agreed to provide certain management and advisory services to the Company in exchange for certain fees and indemnities, and any amendment, restatement, supplement or other modification thereto, but only to the extent that any such amendment, restatement, supplement or other modification is permitted under Section 6.11(b).

“Management Stockholders” means the members of management (and their Controlled Investment Affiliates and Immediate Family Members) of Holdings (or its direct parent) who are holders of Equity Interests of any direct or indirect parent companies of Holdings on the date hereof or will become holders of such Equity Interests in connection with the Acquisition.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means (a) a material adverse effect on the business, assets, results of operations or financial condition of Holdings, Sub Holdco, the Company and the Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the rights and remedies of the Agent or any Lender under any Loan Document or (c) a material adverse effect on the ability of any Borrower or any Loan Guarantor to perform its payment obligations under any Loan Document.

“Material Indebtedness” means Indebtedness under any Permitted Senior Facilities Documents and the Senior Subordinated Notes Documents and all other Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, Sub Holdco, the Company and its Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “obligations” of Holdings, Sub Holdco, the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, Sub Holdco, the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Subsidiary” means each Subsidiary, other than an Immaterial Subsidiary.

“Maturity Date” means the first to occur of (a) May 8, 2018, (b) the date that is sixty (60) days prior to the earliest stated maturity date of the Permitted Senior Facilities in effect at any time, or (c) any date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof; provided, that in the case of any Extension Series of Extended Revolving Commitments, “Maturity Date” in clause (a) shall mean the maturity date related thereto.

“Maximum Liability” has the meaning assigned to such term in Section 10.08.

“Maximum Rate” has the meaning assigned to such term in Section 9.17.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor to its rating agency business.

“Mortgaged Properties” means, initially, the owned real properties of the Loan Parties specified on Schedule 1.01(c), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.11.

“Mortgages” means any mortgage, deed of trust or other agreement entered into by the owner of a Mortgaged Property and the Agent, which conveys or evidences a Lien in favor of the Agent, for the benefit of the Secured Parties, on such Mortgaged Property, substantially in the form of Exhibit H (with such changes thereto as may be necessary to account for local law matters) or otherwise in such form as agreed between the Company and the Agent.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means, with respect to any Proceeds Event, (a) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable) received by or on behalf of Holdings, Sub Holdco, the Company or any of the Restricted Subsidiaries in respect of such Proceeds Event, less (b) the sum of the following (without duplication):

(i) the amount, if any, of all taxes paid or reasonably estimated to be payable by Holdings, Sub Holdco, the Company or any of the Restricted Subsidiaries in connection with such Proceeds Event (including withholding taxes imposed on the repatriation of any such proceeds) or any amounts that would be distributed to cover tax obligations of a parent company pursuant to Section 6.08(a)(v)(B) in connection with such Proceeds Event;

(ii) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) associated with the assets that are the subject of such Proceeds Event and (y) retained by Holdings, Sub Holdco, the Company or any of the Restricted Subsidiaries including any pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided, that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such Proceeds Event occurring on the date of such reduction;

(iii) in the case of any Proceeds Event constituting a sale, transfer or disposition of assets or a Recovery Event by any non-wholly owned Subsidiary, the pro rata portion of the net cash proceeds thereof (calculated without regard to this clause (iv)) attributable to minority interests and not available for distribution to or for the account of the Company or a wholly owned Subsidiary as a result thereof; and

(iv) reasonable and customary fees, commissions, expenses (including attorney’s fees, investment banking fees, survey costs, title insurance premiums and recording charges, transfer taxes, deed or mortgage recording taxes and other customary expenses and brokerage, consultant and other customary fees), issuance costs, discounts and other costs paid by Holdings, Sub Holdco, the Company or any of the Restricted Subsidiaries, as applicable, in connection with such Proceeds Event (other than those payable to Holdings, Sub Holdco, the Company or any Restricted Subsidiary), in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

“Net Income” means, for any period, the consolidated net income (or loss) of Holdings, Sub Holdco, the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided, however, that, without duplication,

(a) the cumulative effect of a change in accounting principles (effected either through cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP) and changes as a result of the adoption or modification of accounting policies during such period shall be excluded;

(b) any net after-tax effect of gains or losses attributable to asset dispositions or abandonments (including any disposal of abandoned or discontinued operations) or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business as determined in good faith by the Company shall be excluded;

(c) the Net Income for such period of any Person that is not a Restricted Subsidiary or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted Investments (or to the extent converted into cash or Permitted Investments) by such Person to the Company or any Restricted Subsidiary in respect of such period, and the net losses of any such Person shall only be included to the extent funded with cash from the Company or any Restricted Subsidiary;

(d) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, debt line items and other noncash charges in the Company’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or, if applicable, purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(e) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Swap Obligations or other Derivative Transactions shall be excluded;

(f) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(g) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration, or payout of Equity Interests by management of the Company or any of its direct or indirect parent companies in connection with the Transactions, shall be excluded;

(h) accruals and reserves that are established or adjusted by Holdings, Sub Holdco, the Company or its Restricted Subsidiaries within twelve months after the Effective Date that are so required to be established or adjusted as a result of the Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded;

(i) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any investment, acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Issuer has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is (i) not denied by the applicable carrier (without any right of appeal thereof) within 180 days and (ii) in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded;

(j) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 day period), expenses, charges or losses with respect to liability or casualty events or business interruption of Holdings, Sub Holdco, the Company and its Restricted Subsidiaries shall be excluded;

(k) any net unrealized gain or loss (after any offset) resulting in such period from Swap Obligations or other Derivative Transactions and the application of Accounting Standards Codification 815 shall be excluded;

(l) any net unrealized gain or loss (after any offset) resulting in such period from currency translation and transaction gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Swap Obligations for currency exchange risk) and any other monetary assets and liabilities shall be excluded;

(m) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves shall be excluded; and

(n) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, sale or disposition, recapitalization,

investment, issuance, incurrence or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case, whether or not successful, shall be excluded.

In addition, to the extent not already included in the Net Income of Holdings, Sub Holdco, the Company and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement.

“Net Orderly Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof, net of all costs of liquidation thereof, as based upon the most recent Inventory appraisal conducted in accordance with this Agreement and expressed as a percentage of Cost of such Inventory.

“Non-Cash Charges” mean (a) any impairment charge or asset write-off or write-down of intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (b) all losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of purchase accounting, (e) the non-cash impact of accounting changes or restatements and (f) other non-cash charges (provided that, in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive-based compensation awards or arrangements.

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(e).

“Non-Ordinary Course Asset Disposition” mean any sale, transfer or other disposition by one or more Loan Parties of Borrowing Base Assets with a Value in an aggregate amount in excess of $25,000,000.

“Non-Paying Borrower” has the meaning assigned to such term in Section 2.25(f).

“Non-Paying U.S. Guarantor” has the meaning assigned to such term in Section 10.09.

“Obligations” mean the collective reference to (a) the due and punctual payment of (i) the principal of and premium, if any, and interest at the applicable rate provided in this Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by a Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest

thereon (including interest accruing during the pendency of any Bankruptcy Proceeding with respect to such Borrower, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of a Borrower or any other Loan Party to any of the Secured Parties under this Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to this Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Loan Party under or pursuant to this Agreement or the other Loan Documents, (d) the due and punctual payment and performance of all Secured Swap Obligations and (e) the due and punctual payment and performance of all Secured Banking Services Obligations. Notwithstanding the foregoing, (i) the obligations of Holdings, Sub Holdco, the Company or any Subsidiary in respect of any Secured Swap Obligations or any Secured Banking Services Obligations shall be secured and guaranteed pursuant to the Collateral Documents and the U.S. Loan Guaranty or the Canadian Loan Guarantee Agreement, as applicable, only to the extent that, and for so long as, the other Obligations are so secured and guaranteed (provided, that Obligations of any Loan Party shall not include any Excluded Swap Obligations) and (ii) any release of Collateral or Loan Guarantors effected in the manner permitted by this Agreement and the other Loan Documents shall not require the consent of the holders of Secured Swap Obligations or the holders of Secured Banking Services Obligations.

“Original Currency” has the meaning assigned to such term in Section 9.21.

“Other Connection Taxes” means, with respect to the Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Company or any other Loan Party hereunder, Taxes that are imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Information” has the meaning assigned to such term in Section 3.11(b).

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overadvance” means a Canadian Overadvance or a U.S. Overadvance.

“Overadvance Condition” means a Canadian Overadvance Condition or a U.S. Overadvance Condition.

“Overadvance Loan” means a Canadian Overadvance Loan or a U.S. Overadvance Loan.

“Pari Term Loan Debt Security Documents” has the meaning assigned to such term in the ABL Intercreditor Agreement.

“Participant” has the meaning assigned to such term in Section 9.04.

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, 115 Stat. 272 (2001).

“Paying Borrower” has the meaning assigned to such term in Section 2.25(f).

“Paying U.S. Guarantor” has the meaning assigned to such term in Section 10.09.

“Payment Account” has the meaning assigned to such term in Section 2.21(c).

“Payment Conditions” means, at any time of determination with respect to any Specified Payment, as of the date of such Specified Payment and after giving effect thereto, that (a) no Event of Default exists or has occurred and is continuing, (b) if the amount of any such Specified Payment exceeds $5,000,000, Trigger Event Excess Availability (after giving Pro Forma Effect to such Specified Payment both as of such date and during the thirty (30) consecutive day period immediately preceding the making of such Specified Payment) shall be not less than 12.5% (with respect to a Specified Investments and Specified Restricted Debt Payments) or 15.0% (with respect to Specified Restricted Payments) of the lesser of (i) the aggregate Revolving Commitments and (ii) the combined Borrowing Base, as of such date, and (c) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to the making of such Specified Payment, calculated on a Pro Forma Basis to give effect to such Specified Payment as if such Specified Payment had been made as of the first day of such period, shall be equal to or greater than 1.00 to 1.00; provided, that if Trigger Event Excess Availability (after giving Pro Forma Effect to such Specified Payment both as of such date and during the thirty (30) consecutive day period immediately preceding the making of such Specified Payment) is greater than 20.0% with respect to Specified Investments and Specified Restricted Debt Payments or 25.0% with respect to Specified Restricted Payments of the lesser of (i) the aggregate Revolving Commitments and (ii) the combined Borrowing Base, as of such date, the Fixed Charge Coverage Ratio test described in clause (c) shall not apply.

“PBA” means the Pensions Benefits Act (Ontario) or any other Canadian federal or provincial statute in relation to Canadian Pension Plans.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Perfection Certificate” means a certificate in the form of Exhibit I to the U.S. Security Agreement or the Canadian Security Agreement, as applicable, or any other form approved by the Agent.

“Permitted ABL Amount” has the meaning assigned to such term in Section 2.01(a).

“Permitted Acquisition” means the acquisition, by merger or otherwise, by Holdings, Sub Holdco, the Company or any Subsidiary of assets or businesses of a Person (including assets constituting a business unit, line of business or division of such Person) or of the Equity Interests of a Person; provided that as of the date of such acquisition and after giving effect thereto, (i) no Event of Default shall exist or have occurred and be continuing or would result therefrom after giving Pro Forma Effect thereto; (ii) the acquired assets, division or Person are in the same or generally related line of business as that conducted by the Company and the Subsidiaries during the then current and most recent fiscal year or businesses reasonably related or ancillary thereto; (iii) in the event that the purchase price of the proposed acquisition is greater than $15,000,000 (after giving Pro Forma Effect to such acquisition both as of such date and during the thirty (30) consecutive day period immediately preceding the making of such acquisition), Trigger Event Excess Availability shall not be less than 12.5% of the lesser of (x) the aggregate Revolving Commitments and (y) the combined Borrowing Base as of such date, as calculated after giving Pro Forma Effect to such Permitted Acquisition; provided, however, that in no event shall the number of acquisitions involving a purchase price of $15,000,000 or less exceed two (2) per fiscal year unless the Trigger Event Excess Availability threshold of this clause (iii) is also met; (iv) the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period prior to such Permitted Acquisition, calculated on a Pro Forma Basis to give effect to such Permitted Acquisition as if such Permitted Acquisition had been consummated as of the first day of such period, shall be equal to or greater than 1.00 to 1.00; (v) any Indebtedness (other than any Obligations) incurred in connection with such acquisition that is secured by a Lien on ABL First Lien Collateral shall be subordinated to the Liens in favor of the Agent, for the benefit of the Secured Parties, under the Loan Documents, pursuant to the ABL Intercreditor Agreement or otherwise upon terms and conditions reasonably satisfactory to the Agent, and (vi) Holdings, the Company, the Subsidiaries and Sub Holdco shall comply, and (if applicable) shall cause the acquired Person to comply, with the applicable provisions of Section 5.11 and the Collateral Documents; provided, that if Trigger Event Excess Availability (after giving Pro Forma Effect to such acquisition both as of such date and during the thirty (30) consecutive day period immediately preceding the making of such acquisition) is greater than 20.0% of the lesser of (A) the aggregate Revolving Commitments and (B) the combined Borrowing Base, the Fixed Charge Coverage Ratio test described in clause (iv) shall not apply.

“Permitted Acquisition Preferred Shares” means Equity Interests in the Company constituting preferred shares issued by the Company to Holdings or Sub Holdco, as applicable, in connection with any Permitted Holding Company Acquisition, which such preferred shares (a) will not be convertible into Indebtedness and (b) will not have a mandatory redemption or outside redemption date.

“Permitted Cure Security” means any Qualified Equity Interest of Holdings.

“Permitted Discretion” means the Agent’s commercially reasonable credit judgment in establishing eligibility criteria and Reserves and exercised in good faith in accordance with customary business practices for similar asset based lending facilities, based upon its consideration of any factor that it reasonably believes (i) could materially adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Laws that may inhibit collection of a Receivable), the enforceability or priority of the Agent’s Liens thereon, or the amount that the Agent, the Lenders or the Issuing Banks could receive in liquidation of any Collateral; (ii) that any collateral report or financial information delivered by any Loan Party is incomplete, inaccurate or misleading in any material respect; (iii) materially increases the likelihood of any Bankruptcy Proceeding involving a Loan Party; or (iv) creates or could result in an Event of Default. In exercising such judgment, the Agent may consider any factors that could materially increase the credit risk of lending to the Borrowers on the security of the Collateral.

“Permitted Encumbrances” means:

(a) Liens for taxes, assessments or other governmental charges (i) not yet overdue for a period of more than thirty (30) days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings and where such Person has set aside on its books adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP (or, in the case of the Canadian Loan Parties only, other appropriate accounting standards);

(b) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, processor’s, customs broker’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than thirty (30) days or being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; and

(c) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

provided, that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Foreign Facility” means one or more credit facilities of one or more of the Company or any U.S. Borrower or their respective Foreign Subsidiaries (other than Canadian Subsidiaries) that (a) are guaranteed by the U.S. Borrowers, (b) have such guarantees secured by the U.S. Collateral on an equal and ratable basis with the other Obligations, (c) are either (A) subject to the provisions of Section 2.18 or (B) otherwise, if reasonably requested by the Agent, subject to a customary intercreditor agreement, and (d) do not exceed an aggregate principal amount at any one time outstanding in excess of $60,000,000.

“Permitted Holders” means the Sponsors and Management Stockholders.

“Permitted Holding Company Acquisition” means, without duplication, any or all Permitted Acquisitions by Holdings or Sub Holdco, as applicable, or any other acquisitions by Holdings or Sub Holdco, as applicable, of assets or businesses of a Person (including assets constituting a business unit, line of business or division of such Person) or of the Equity Interests of a Person, in each case, that

are not otherwise prohibited under the terms of this Agreement and the other Loan Documents, as the context may require.

“Permitted Inventory Locations” means each location listed on Schedule 1.01(d) and from time to time each other location within the United States or Canada which the Company has notified the Agent is a location at which Inventory of a Borrower is maintained.

“Permitted Investments” means (a) marketable securities issued or directly and unconditionally guaranteed as to interest and principal by the United States government or any agency of the United States government, in each case having maturities of not more than 12 months from the date of acquisition thereof; (b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally available from either S&P or Xxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, then from another nationally recognized rating service); (c) commercial paper issued by any Revolving Lender or any bank holding company owning any Revolving Lender who is not a Defaulted Lender at the time of acquisition thereof; (d) commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 or P-1 from either S&P or Xxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (e) domestic and Eurodollar certificates of deposit or bankers’ acceptances issued or accepted by any Revolving Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that is at least (i) “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $250,000,000, in each case maturing within 12 months after issuance or acceptance thereof; (f) repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications specified in clause (e) above or securities dealers of recognized national standing; (g) marketable short-term money market and similar securities having a rating of at least A-1 or P-1 from either S&P or Xxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (h) shares of investment companies that are registered under the Investment Company Act of 1940 and invest solely in one or more of the types of securities described in clauses (a) through (g) above, (i) in the case of investments by any Canadian Subsidiary or investments made in Canada, other customarily utilized high-quality investments in Canada or in which such investment is made that would customarily constitute “cash equivalents” and (j) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of America, other customarily utilized high-quality investments in the country where such Foreign Subsidiary is located or in which such investment is made that would customarily constitute “cash equivalents”.

“Permitted Junior Secured Refinancing Debt” means any Permitted Second Priority Debt as defined in and permitted in accordance with the terms and conditions of the Senior Secured Term Loan Documents (including, without limitation, the condition that such Indebtedness be subject to the ABL Intercreditor Agreement), including any exchange, modification, refinancing, refunding, renewal, replacement or extension thereof permitted under and in accordance with the Senior Secured Term Loan Documents and the ABL Intercreditor Agreement.

“Permitted Pari Passu Secured Debt” means any “Permitted Additional Pari Term Loan Debt” as defined in and permitted in accordance with the terms and conditions of the Senior Secured Term Loan Documents (including, without limitation, the condition that such Indebtedness be subject to the ABL Intercreditor Agreement), including any exchange, modification, refinancing, refunding, renewal, replacement or extension thereof permitted under and in accordance with the Senior Secured Term Loan Documents and the ABL Intercreditor Agreement.

“Permitted Receivables Transaction” means a transaction entered in the ordinary course of business by any Borrower or any Subsidiary under a Qualified Receivables Program pursuant to which such Borrower or such Subsidiary agrees to assign to a Qualified Receivables Counterparty its right, title and interest in and to all or a portion of such Borrower’s or such Subsidiary’s Accounts (and related assets) owing from a Qualified Account Debtor; provided, that:

(a) prior notice shall be given to the Agent before entering into a Qualified Receivables Program;

(b) once party to a Qualified Receivables Program with respect to a Qualified Account Debtor, all Accounts originated by such Borrower or Subsidiary owed by such Qualified Account Debtor shall be excluded from the Borrowing Base until such Qualified Receivables Program is terminated;

(c) a pro forma Borrowing Base Certificate for the latest available reporting period shall be delivered to the Agent prior to entering into a Qualified Receivables Program excluding the Accounts of a Qualified Account Debtor from the calculation of the Borrowing Base;

(d) there shall be no Liens on the Receivables Transaction Assets other than in connection with the Permitted Receivables Transactions and other Liens permitted under Section 6.02;

(e) if estimated sales under any such Qualified Receivables Program entered into with any Qualified Account Debtor are expected to equal or exceed $10,000,000 per year (as determined in good faith by the Company), a customary and reasonable intercreditor agreement shall be put in place if so requested by the Agent;

(f) a list of Qualified Account Debtors with Accounts subject to a Qualified Receivables Program shall be provided on a schedule or otherwise be reasonably identified in writing to the Agent; and

(g) at the initiation of any Permitted Receivables Transaction, no Event of Default shall have occurred and be continuing and no Event of Default would occur as result thereof.

“Permitted Senior Facilities” means, as of any date of determination, the Senior Secured Term Loan Facility as in effect as of such date, and any facilities providing Permitted Pari Passu Secured Debt or Permitted Junior Secured Refinancing Debt (as and to the extent permitted under the Senior Secured Term Loan Documents).

“Permitted Senior Facilities Documents” means (a) the Senior Secured Term Loan Documents and (b) other definitive documentation with respect to Indebtedness permitted under Section

6.01(b)(ii) and otherwise subject to terms and conditions permitted under the Senior Secured Term Loan Documents and the ABL Intercreditor Agreement.

“Person” means any natural person, corporation, limited liability company, unlimited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of a Borrower or any ERISA Affiliate or any such Plan to which any Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder; provided, however, that if validity, perfection and effect of perfection and non-perfection of Agent’s security interest in any Collateral of any Canadian Loan Party are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property security laws (including the Civil Code of Quebec) in such other jurisdiction for the purposes of the provisions hereof relating to such validity, perfection, and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect.

“Prime Rate” means the rate of interest announced by the Agent from time to time as its prime rate. Such rate is set by the Agent on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate announced by the Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“Pro Forma Adjustment” means, with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the EBITDA of the Company, in either case arising from any Specified Transaction, the pro forma increase or decrease in such Acquired EBITDA or such EBITDA, as the case may be, either (a) permitted to be reflected in pro forma financial information under Rule 11.02 of Regulation S-X under the Securities Act or (b) projected by the Borrower in good faith to result from actions taken, committed to be taken or planned to be taken pursuant to a factually supported plan entered into in connection with such Specified Transaction prior to the time in which such Acquired EBITDA or such EBITDA is required to be calculated; provided that such cost savings referred to in this clause (ii) (x) are factually supportable and determined in good faith by the Company, as certified to the Agent on a Pro Forma Adjustment Certificate, (y) do not exceed the actual cost savings expected in good faith to be realized by the Company during the Test Period commencing with the date as of which EBITDA is being determined (as opposed to the annualized impact of such cost savings) and (z) the aggregate amount of Pro Forma Adjustments shall not exceed for any Test Period, when combined with the aggregate amount of restructuring charges, accruals or reserves and other amounts added to Net Income under clause (a)(vii) of the definition of EBITDA in such Test Period and the aggregate amount of cost savings and other amounts added to Net Income pursuant to clauses (a)(vi) and (a)(x) of the definition of EBITDA in such Test Period, 20.0% of EBITDA for any such Test Period (in each case, calculated without giving effect to any adjustments made pursuant to such clause (a)(vi), such clause (a)(vii), such clause (a)(x) or such Pro Forma Adjustments).

“Pro Forma Adjustment Certificate” means any certificate of a Financial Officer delivered pursuant to Section 5.01(l) or setting forth the information described in clause (iv) to Section 5.01(d).

“Pro Forma Balance Sheet” has the meaning assigned to such term in Section 3.04(a).

“Pro Forma Balance Sheet Date” has the meaning assigned to such term in Section 3.04(a).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant unless otherwise expressly specified herein: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Equity Interests in any Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or investment (including any Permitted Holding Company Acquisition) described in the definition of the term “Specified Transaction”, shall be included, (b) any retirement or repayment of Indebtedness and (c) any Indebtedness incurred or assumed in accordance with this Agreement by Holdings, Sub Holdco, the Company or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment”. For the avoidance of doubt, any pro forma basis, compliance or effect for acquisitions or dispositions will include the corresponding impact on interest, capital expenditures and, if any, other fixed charges.

“Pro Forma Entity” means any Acquired Entity or Business or any Converted Restricted Subsidiary.

“Proceeds Event” means any sale, transfer or other disposition of assets, any Recovery Event, any incurrence or issuance of Indebtedness or any issuance of Equity Interests.

“Projections” means the projections of the Company and the Subsidiaries included in the Information Memorandum and any other projections and any forward-looking statements of such entities furnished to the Lenders or the Agent by or on behalf of Holdings, Sub Holdco, the Company or any of the Subsidiaries prior to the Effective Date.

“Protective Advances” means U.S. Protective Advances and Canadian Protective Advances.

“Purchasing Debt Affiliate” means any Affiliate of the Borrower, including the Sponsor, other than Holdings, Sub Holdco, the Company and its Restricted Subsidiaries.

“Qualified Account Debtors” means up to five (5) Account Debtors that have been specified on a written schedule delivered to the Agent, as such schedule may be updated from time to time by the Company.

“Qualified ECP” means, in respect of any CEA Swap Obligation, each Loan Party that constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Public Offering” means the initial underwritten public offering of common Equity Interests of Holdings or any direct or indirect parent of Holdings or the Company pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).

“Qualified Receivables Counterparty” means each bank or other financial institution that is a Lender or Affiliate of a Lender, or any other bank or financial institution reasonably satisfactory to Agent.

“Qualified Receivables Program” means a financing program (including customer sponsored acceleration payment programs) sponsored by a Qualified Account Debtor in partnership with one or more Qualified Receivables Counterparties, under which one or more participating suppliers of such Qualified Account Debtor may sell, convey, transfer or assign from time to time, on a non-recourse basis (except for customary representations, warranties, covenants and indemnities made in connection with such financing program), all or a portion of its Receivables Transaction Assets to one or more Qualified Receivables Counterparties on mutually-agreed terms and conditions.

“Quarterly Financial Statements” means the unaudited condensed consolidated balance sheets and related statements of income and cash flows of the Target for the most recent fiscal quarters after the date of the Annual Financial Statements and ended at least forty‑five (45) days before the Effective Date.

“Real Property Collateral Requirements” means, with respect to any Mortgaged Property, each of the following, in form and substance reasonably satisfactory to the Agent:

(a) a Mortgage on such Mortgaged Property;

(b) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company subject to arrangements reasonably satisfactory to the Agent for the prompt recording thereof;

(c) an ALTA or other mortgagee’s title policy or amendment thereto (or a marked unconditional binder thereof insuring the Lien of the Mortgage at ordinary rates);

(d) an opinion of counsel in the jurisdiction in which such Mortgaged Property is located as to the recordability and enforceability of the applicable Mortgage in the relevant jurisdiction; and

(e) a flood zone certificate in favor of the Agent, and, if any Mortgaged Property with improvements located thereon is being identified as being within a special flood hazard area, flood insurance in an amount required by Applicable Law or by the Agent.

“Receivables” means Accounts.

“Receivables Transaction Assets” means in connection with any Permitted Receivables Transaction, Accounts owing by the applicable Qualified Account Debtor, together with the books and records with respect thereto, all payments made on such Account and any other payments, receipts or recoveries received by the seller of such Account with respect to such Account, all rights of the seller of such Accounts to enforce rights to reimbursement constituting, or for the payment of money arising from, such Accounts and all other contractual rights of the seller of such Accounts related to such Accounts or arising from the sale of goods or the rendition of services which gave rise to such Accounts, and the proceeds of any of the foregoing (including “proceeds” as defined in the UCC).

“Recovery Event” has the meaning specified in Section 6.05(f).

“Register” has the meaning assigned to such term in Section 9.04(b)(v).

“Regulation T” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof, and any successor provision thereto.

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof, and any successor provision thereto.

“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof, and any successor provision thereto.

“Related Funds” has the meaning assigned to such term in Section 9.04(b).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, advisors, other representatives and controlling persons of such Person and such Person’s Affiliates.

“Rent Reserve” means an amount approximately equal to two months of the aggregate rent payable by Holdings and the Borrowers on all leased properties in respect of which landlord’s or warehouseman’s waivers, in form and substance reasonably acceptable to the Agent, or Collateral Access Agreements, are not in effect or such greater amount as the Agent may, in its Permitted Discretion, reasonably determine to be appropriate.

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Report” means reports prepared by the Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Loan Parties’ assets from information furnished by or on behalf of the Loan Parties, after the Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Agent, subject to the provisions of Section 9.12.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Canadian Lenders” means, at any time and subject to the limitations set forth in Section 9.04(g), Canadian Revolving Lenders having Canadian Revolving Exposure and unused Canadian Revolving Commitments representing more than 50% of the sum of the total Canadian Revolving Exposure and unused Canadian Revolving Commitments at such time; provided that (i) the Canadian Revolving Exposure and unused Canadian Revolving Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Canadian Lenders at any time and (ii) if any Extended Canadian Revolving Commitments are outstanding, such Canadian Commitments shall be included in the determination of the Required Lenders.

“Required Lenders” means, at any time and subject to the limitations set forth in Section 9.04(g), Revolving Lenders having Revolving Exposure and unused Revolving Commitments representing more than 50% of the sum of the Total Revolver Exposure and unused Revolving Commitments at such time; provided that (i) the Revolving Exposure and unused Revolving Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time and (ii) if any Extended Revolving Commitments are outstanding, such Commitments shall be included in the determination of the Required Lenders.

“Required Reserve Notice” means (a) so long as no Event of Default has occurred and is continuing, at least three days’ advance notice to the Borrower Agent, and (b) if an Event of Default has occurred and is continuing, one days’ advance notice to the Borrower Agent (or no advance notice to the Borrower Agent, as may reasonably be determined to be appropriate by the Agent in its Permitted Discretion to protect the interests of the Lenders).

“Required U.S. Lenders” means, at any time and subject to the limitations set forth in Section 9.04(g), U.S. Revolving Lenders having U.S. Revolving Exposure and unused U.S. Revolving Commitments representing more than 50% of the sum of the total U.S. Revolving Exposure and unused U.S. Revolving Commitments at such time; provided that (i) the U.S. Revolving Exposure and unused U.S. Revolving Commitments of any Defaulting Lender shall be disregarded in the determination of the Required U.S. Lenders at any time and (ii) if any Extended U.S. Revolving Commitments are outstanding, such U.S. Commitments shall be included in the determination of the Required Lenders.

“Requirement of Law” means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or Regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means U.S. Reserves or Canadian Reserves, as applicable.

“Reserve Percentage” means the reserve percentage (expressed as a decimal, rounded up to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

“Reset Date” has the meaning assigned to such term in Section 2.30.

“Responsible Officer” of any Person means the chief executive officer, the president, any vice president, the chief operating officer or any Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement, and, as to any document delivered on the Effective Date (but subject to the express requirements set forth in Article IV), shall include any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Debt Payment” has the meaning assigned to such term in Section 6.08(b).

“Restricted Indebtedness” has the meaning assigned to such term in Section 6.08(b).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings or the Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in Holdings or the Company or any option, warrant or other right to acquire any such Equity Interests in Holdings or the Company.

“Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.

“Revolving Borrowing” means a request for Revolving Loans.

“Revolving Commitment” means for any Lender as of any time, the sum of such Lender’s U.S. Commitment, such Lender’s Canadian Commitment and such Lender’s Tranche A Incremental Foreign Facility Revolving Commitment in effect at such time.

“Revolving Lender” means any Canadian Revolving Lender, any U.S. Revolving Lender and any Tranche A Incremental Foreign Facility Revolving Lender.

“Revolving Loan” means a U.S. Revolving Loan, a Canadian Revolving Loan or a Tranche A Incremental Foreign Facility Revolving Loan.

“S&P” means Standard & Poor’s Financial Services LLC, a wholly-owned subsidiary of the XxXxxx-Xxxx Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” has the meaning assigned to such term in Section 6.06.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of its functions.

“Second Amendment” means that certain Amendment No. 2 to Credit Agreement, dated as of May 8, 2013, among the Loan Parties party thereto, the Lenders and the Agent.

“Second Amendment Effective Date” means the “Amendment Effective Date” under and as defined in the Second Amendment.

“Second Currency” has the meaning assigned to such term in Section 9.21.

“Second Priority Lien” means any Lien on any asset of any Loan Party that is granted under any Pari Term Loan Debt Security Documents and that, pursuant and subject to the provisions of the ABL Intercreditor Agreement, is junior in priority to the Liens of the Agent in the Collateral.

“Section 2.27 Additional Canadian Agreement” has the meaning assigned to such term in Section 2.27(b)(iii).

“Section 2.27 Additional U.S. Agreement” has the meaning assigned to such term in Section 2.27(a)(iii).

“Secured Banking Services Obligations” means Canadian Secured Banking Services Obligations or the U.S. Secured Banking Services Obligations, as applicable.

“Secured Obligations” means all Obligations.

“Secured Parties” means, collectively, the “Secured Parties” under the Security Agreements as applicable, and as defined therein.

“Secured Swap Obligations” means Canadian Secured Swap Obligations and U.S. Secured Swap Obligations, as applicable; provided, that Secured Swap Obligations of a Loan Party shall not include any Excluded Swap Obligations.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Agreements” means, collectively, (a) the U.S. Security Agreement and (b) the Canadian Security Agreement.

“Seller” means the company known as “Accolade Seller”.

“Senior Secured Term Loan Documents” means the $325,000,000 Credit Agreement, dated as of March 9, 2011, among the Loan Parties, Bank of America, N.A., as administrative agent and the other lenders from time to time party thereto, and all other instruments, agreements and other documents evidencing the Senior Secured Term Loans or providing for any Guarantee or other right in respect thereof, as the foregoing may be amended, increased, modified, supplemented, replaced, refinanced, renewed or extended as permitted thereunder and in accordance with the ABL Intercreditor Agreement.

“Senior Secured Term Loan Facility” means the senior secured term loan facility pursuant to which Senior Secured Term Loans have been or will be obtained, including any exchange, modification, increase, refinancing, refunding, renewal, replacement or extension thereof permitted under and in accordance with the Senior Secured Term Loan Documents and the ABL Intercreditor Agreement.

“Senior Secured Term Loan Facility Agent” has the meaning assigned to such term in the ABL Intercreditor Agreement.

“Senior Secured Term Loans” means the loans initially made to the Company pursuant to the Senior Secured Term Loan Documents in an initial aggregate principal amount of $325,000,000, which may be increased from time to time pursuant to the Senior Secured Term Loan Documents, and any change, modification, refinancing, refunding, renewal, replacement or extension of the Senior Secured Term Loans otherwise permitted hereunder.

“Senior Secured Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Indebtedness of the Company and its Subsidiaries as of the last day of the most recent Test Period ended on or prior to such date of determination, which Indebtedness is secured by Liens, less an amount equal to the amount of any cash and Permitted Investments of the Company and its Subsidiaries as of such date, to (b) EBITDA of the Company and its Subsidiaries for such Test Period.

“Senior Subordinated Note Documents” means the Senior Subordinated Note Indenture and all other instruments, agreements and other documents evidencing the Senior Subordinated Notes or providing for any Guarantee or other right in respect thereof.

“Senior Subordinated Note Indenture” means the indenture under which the Senior Subordinated Notes are issued.

“Senior Subordinated Notes” means the Company’s 8.375% Senior Subordinated Notes due 2018, in an initial aggregate principal amount of $175,000,000 and any exchange notes and related exchange guarantees to be issued in exchange therefor.

“Settlement” and “Settlement Date” have the meanings assigned to such terms in Section 2.05(a)(ii).

“Solidary Claim” has the meaning assigned to such term in Article VIII.

“SPC” has the meaning assigned to such term in Section 9.04(e).

“Specified Acquisition Agreement Representations” means such of the representations made by the Seller with respect to the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the Company (or an Affiliate of Holdings or the Company, as applicable) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representation(s) in the Acquisition Agreement.

“Specified Event of Default” means any Event of Default of the type described in Section 7.01(a), Section 7.01(b) (solely with respect to any representation or warranty in the Borrowing Base Certificate that is untrue in any material respect when made or deemed made), Section 7.01(c)(i) (solely

with respect to failure to observe or perform any covenant, condition or agreement contained in (i) Section 2.21 (solely with respect to the application of amounts, in each case, during the continuance of a Liquidity Event pursuant to Sections 2.21(c) and (d)) or (ii) Section 6.14 (subject to the Cure Right in Section 7.02)), Section 7.01(c)(ii) (for purposes of this definition, after a five (5) Business Day grace period), Section 7.01(g) or Section 7.01(h).

“Specified Existing Canadian Revolving Commitment Class” has the meaning assigned to such term in Section 2.27(b)(i).

“Specified Existing U.S. Revolving Commitment Class” has the meaning assigned to such term in Section 2.27(a)(i).

“Specified Investment” means any investment, loan or advance pursuant to Section 6.04(v).

“Specified Obligor” means, in respect of any CEA Swap Obligation, each Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (determined prior to giving effect to Section 2.25(h)).

“Specified Payment” means any Specified Investment, Specified Restricted Payment and/or Specified Restricted Debt Payment

“Specified Restricted Debt Payment” means any Restricted Debt Payment pursuant to Section 6.08(b)(v).

“Specified Restricted Payment” means any Restricted Payment pursuant to Section 6.08(a)(viii) or 6.08(a)(xii).

“Specified Representations” means the representations made in Sections 3.01, 3.02, 3.03(b) and (c), 3.08, 3.12, 3.15, 3.17, 3.18 and 3.21.

“Specified Restructuring” means any restructuring of Holdings, Sub Holdco, the Company and/or its Subsidiaries not in the ordinary course of business and described in a Specified Restructuring Certificate.

“Specified Restructuring Certificate” means a certificate of the Company, in form and substance reasonably satisfactory to the Agent, describing in reasonable detail any proposed restructuring of Holdings, Sub Holdco, the Company and/or its Subsidiaries, setting forth the amount and basis of the cost savings expected to arise therefrom and certifying all other matters required in a Pro Forma Adjustment Certificate.

“Specified Senior Amendment” means any amendment, modification or waiver of any term or condition under any Subject Senior Debt Document that would (a) reduce availability under the TLB Borrowing Base or otherwise reduce the amount of Indebtedness permitted to be incurred under the Loan Documents or any instrument or agreement governing any permitted refinancing Indebtedness in respect of any Loan Documents; (b) modify the definitions of “Excess Cash Flow” or “ECF Percentage,” or the component financial definitions contained in the foregoing definitions, to require an increase in the amount of any “Excess Cash Flow” mandatory prepayment, but in each case under

this clause (b), solely if the primary purpose of such modification(s) is to increase the amount of any “Excess Cash Flow” mandatory prepayment; (c) add any new mandatory prepayment obligation that is not a customary mandatory prepayment obligation for facilities that are similar to the Subject Senior Debt Facilities then in effect and that have credit ratings that are the same as those of such Subject Senior Debt Facilities, but in each case under this clause (c), (i) solely to the extent such new mandatory prepayment obligation would be adverse to the Lenders in any material respect and (ii) excluding any amendment, modification or waiver requiring application of all or any portion of the net proceeds of any Indebtedness incurred in accordance with this Agreement to prepay all or any portion of the Subject Senior Debt Facilities then in effect substantially simultaneously with the issuance of such other Indebtedness; (d) shorten the maturity date of any Subject Senior Debt Facilities to a date which is prior to sixty (60) days after the Maturity Date; or (e) increase scheduled amortization payments or require scheduled amortization payments to be made earlier than required prior to any such amendment, modification or waiver (provided, that this clause (e) shall not apply to any increase to, or earlier required payment of, scheduled amortization payments that arises as a result of any amendment, modification or waiver because of the Company’s prior application of any prepayment (i) to future amortization payments in direct, reverse or other order of maturity or (ii) to any applicable existing tranche of Indebtedness under any Subject Senior Debt Facilities if such application to scheduled amortization payments is made (A) in accordance with the terms of the applicable Subject Senior Debt Documents in effect as of the date of such application or (B) in connection with a permitted refinancing of all or any portion of any Subject Senior Debt Facilities).

“Specified Transaction” means, with respect to any period, any investment (including any acquisition), sale, transfer or other disposition of assets, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Sponsor” means TPG Capital, L.P. and its Affiliates but not including, however, any portfolio companies of the foregoing.

“Sub Holdco” has the meaning assigned to such term in the preamble to this Agreement.

“Subject Persons” has the meaning assigned to such term in Section 9.12.

“Subject Senior Debt Documents” has the meaning assigned to such term in Section 6.11(a).

“Subject Senior Debt Facilities” means facilities in effect under the Subject Senior Debt Documents at any time and from time to time.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations on terms and conditions at least as favorable to the Lenders as those contained in the Senior Subordinated Note Documents.

“Subsequent Fee” has the meaning given such term in the Management Services Agreement.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, unlimited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means, unless the context otherwise requires, a subsidiary of the Company. Notwithstanding the foregoing (and except for purposes of Sections 3.06, 3.09, 3.10, 3.14, 5.04, 5.08, and the definition of “Unrestricted Subsidiary” contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the Company or any of its Subsidiaries for purposes of this Agreement.

“Success Fee” has the meaning given such term in the Management Services Agreement.

“Super Majority Lenders” means, at any time and subject to the limitations set forth in Section 9.04(g), Revolving Lenders having Total Revolver Exposure and unused Revolving Commitments representing more than 66 ⅔% of the sum of the Total Revolver Exposure and unused Revolving Commitments at such time; provided that (i) the Revolving Exposure and unused Revolving Commitments of any Defaulting Lender shall be disregarded in the determination of the Super Majority Lenders at any time and (ii) if any Extended Revolving Commitments are outstanding, such Commitments shall be included in the determination of the Super Majority Lenders.

“Swap Agreement” means any agreement with respect to any Derivative Transaction between the Company or any Subsidiary and any other Person.

“Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

“Swingline Borrowing” means a request for Swingline Loans.

“Swingline Lender” means the Canadian Swingline Lender or the U.S. Swingline Lender, or both, as the context may require.

“Swingline Loan” means a Canadian Swingline Loan or a U.S. Swingline Loan or both, as the context may require.

“Target” means the global distribution business of Ashland Inc.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the date on which all Obligations are paid in full in cash (other than Secured Swap Obligations, Secured Banking Services Obligations and any contingent or

inchoate obligations not then due and payable) and the Commitments and all Letters of Credit are terminated (other than Letters of Credit that have been cash collateralized on terms set forth in Section 2.06(a)(x) or Section 2.06(b)(x) or back-stopped following the termination of the Commitments).

“Termination Event” means (a) the whole or partial withdrawal of the Canadian Borrower or any Canadian Loan Guarantor from a Canadian Pension Plan during a plan year; or (b) the filing of a notice of interest to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination or partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Canadian Pension Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of winding up or the appointment of a trustee to administer, any Canadian Pension Plan.

“Test Period” means, for any determination under this Agreement, the twelve consecutive calendar months then last ended and for which financial statements have been delivered to the Agent pursuant to Section 5.01(a) or Section 5.01(b), as applicable. For the avoidance of doubt, to the extent that any Test Period for any Loan Party includes periods prior to the Effective Date, the results for Target or Target’s Subsidiaries (as applicable) for the applicable periods prior to the Effective Dates shall be included in such Test Period.

“Third Amendment” means that certain Amendment No. 3 to Credit Agreement, dated as of August 5, 2013, among the Loan Parties party thereto, the Lenders party thereto and the Agent.

“Third Amendment Effective Date” means the “Amendment Effective Date” under and as defined in the Third Amendment.

“Title Insurance Company” means the title insurance company providing the Title Insurance Policies.

“Title Insurance Policies” means the lender’s title insurance policies issued to and reasonably satisfactory in form and substance to the Agent with respect to the Mortgaged Properties.

“TLB Borrowing Base” means the “Borrowing Base” as defined in the Senior Secured Term Loan Documents.

“Total Assets” means the total assets of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated.

“Total Exposure” means on any date, the sum of (i) Total Revolver Exposure and (ii) the Dollar Equivalent of the outstanding principal amount of Loans under each Incremental Foreign Facility (if any).

“Total Revolver Commitments” means the aggregate outstanding amount of U.S. Commitments of all U.S. Revolving Lenders and the Canadian Commitments of all Canadian Revolving Lenders.

“Total Revolver Exposure” means on any date, the sum of (i) the U.S. Revolving Exposure plus (ii) the Canadian Revolving Exposure.

“Tranche A Incremental Foreign Facility” means, the Incremental Foreign Facility made up of the aggregate amount of the Tranche A Incremental Foreign Facility Revolving Lenders’ Tranche A Incremental Foreign Facility Revolving Commitments.

“Tranche A Incremental Foreign Facility Available Revolving Commitment” means, at any time, the aggregate of the Tranche A Incremental Foreign Facility Revolving Commitments of all Tranche A Incremental Foreign Facility Revolving Lenders then in effect minus the Tranche A Incremental Foreign Facility Revolving Exposure of all Tranche A Incremental Foreign Facility Revolving Lenders at such time.

“Tranche A Incremental Foreign Facility Fee Letter” means that certain fee letter, dated as of January 30, 2015, among the Agent, the Tranche A Incremental Foreign Facility Issuing Bank and the Borrower Agent.

“Tranche A Incremental Foreign Facility Issuing Bank” means Bank of America, N.A. in its capacity as issuer of Tranche A Incremental Foreign Facility Letters of Credit hereunder.

“Tranche A Incremental Foreign Facility LC Collateral Account” has the meaning assigned to such term in Section 2.06(c)(ix).

“Tranche A Incremental Foreign Facility LC Disbursement” means a payment made by the Tranche A Incremental Foreign Facility Issuing Bank pursuant to a drawing on a Tranche A Incremental Foreign Facility Letter of Credit. All Tranche A Incremental Foreign Facility LC Disbursements shall be denominated in Dollars.

“Tranche A Incremental Foreign Facility LC Exposure” means, at any time of determination, the sum (without duplication) of the Dollar Equivalent of (a) the aggregate undrawn amount of all outstanding Tranche A Incremental Foreign Facility Letters of Credit at such time plus (b) the aggregate amount of all Tranche A Incremental Foreign Facility LC Disbursements that have not yet been reimbursed by or on behalf of the U.S. Borrower or any other U.S. Loan Party at such time, less (c) the amount then on deposit in the Tranche A Incremental Foreign Facility LC Collateral Account. The Tranche A Incremental Foreign Facility LC Exposure of any Tranche A Incremental Foreign Facility Revolving Lender at any time shall be its Applicable Percentage of the total Tranche A Incremental Foreign Facility LC Exposure at such time.

“Tranche A Incremental Foreign Facility Letter of Credit” means any standby letter of credit issued (or, in the case of the Existing Tranche A Incremental Foreign Facility Letter of Credit, deemed to be issued) by the Tranche A Incremental Foreign Facility Issuing Bank from time to time in its sole and absolute discretion for the account of any Foreign Subsidiary of the Company (other than Canadian Loan Parties) approved by the Tranche A Incremental Foreign Facility Issuing Bank or for the account of a U.S. Operating Borrower solely for the benefit of any such Foreign Subsidiary pursuant to this Agreement. Tranche A Incremental Foreign Facility Letters of Credit may be issued in Dollars or in an Alternative Currency in the sole discretion of the Tranche A Incremental Foreign Facility Issuing Bank.

“Tranche A Incremental Foreign Facility Letter of Credit Request” has the meaning assigned to such term in Section 2.06(c).

“Tranche A Incremental Foreign Facility Revolving Borrowing” means a request for Tranche A Incremental Foreign Facility Revolving Loans.

“Tranche A Incremental Foreign Facility Revolving Commitment” means, with respect to each Tranche A Incremental Foreign Facility Revolving Lender, the commitment of such Tranche A Incremental Foreign Facility Revolving Lender to make Tranche A Incremental Foreign Facility Revolving Loans and to acquire participations in Tranche A Incremental Foreign Facility Letters of Credit hereunder, expressed as an amount representing the maximum possible aggregate amount of such Tranche A Incremental Foreign Facility Revolving Lender’s Tranche A Incremental Foreign Facility Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Tranche A Incremental Foreign Facility Revolving Lender’s Tranche A Incremental Foreign Facility Revolving Commitment is set forth in the Fourth Amendment, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Tranche A Incremental Foreign Facility Revolving Commitment, as applicable. The initial aggregate amount of the Tranche A Incremental Foreign Facility Revolving Lenders’ Tranche A Incremental Foreign Facility Revolving Commitments is $30,000,000.

“Tranche A Incremental Foreign Facility Revolving Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Tranche A Incremental Foreign Facility Revolving Loans and its Tranche A Incremental Foreign Facility LC Exposure.

“Tranche A Incremental Foreign Facility Revolving Lender” means, as of any date of determination, a Lender with a Tranche A Incremental Foreign Facility Revolving Commitment or, if the Tranche A Incremental Foreign Facility Revolving Commitments have terminated or expired, a Lender with Tranche A Incremental Foreign Facility Revolving Exposure.

“Tranche A Incremental Foreign Facility Revolving Loan” means the loans and advances made by the Tranche A Incremental Foreign Facility Revolving Lenders pursuant to Section 2.01(c).

“Transaction Expenses” means any fees or expenses incurred or paid by or on behalf of the Sponsor, Holdings, the Company or any of their respective Subsidiaries or Affiliates in connection with the Transactions and the transactions contemplated hereby and thereby.

“Transactions” means, collectively, (a) the Acquisition and the payment of the Acquisition Funds, (b) the Equity Contribution, (c) the entering into of the Permitted Senior Facilities Documents and the use of the proceeds thereof, (d) issuance of the Senior Subordinated Notes, (e) the consummation of any other transactions connected with the foregoing and (f) the payment of Transaction Expenses.

“Trigger Event” means, at any time, that Trigger Event Excess Availability, is less than the greater of (a) $35,000,000 and (b) 10.0% of the lesser of (i) the aggregate Revolving Commitments and (ii) the combined Borrowing Base, as of such date. Upon the occurrence of any Trigger Event, such Trigger Event shall be deemed to be continuing notwithstanding that Trigger Event Excess Availability

may thereafter exceed the amount set forth in the preceding sentence unless and until Trigger Event Excess Availability exceeds such amount for thirty (30) consecutive days, in which event a Trigger Event shall no longer be deemed to be continuing.

“Trigger Event Excess Availability” means, as of any date of determination, the sum of (a) U.S. Excess Availability as of such date plus (b) the lesser of (i) Canadian Excess Availability as of such date and (ii) 20% of the Canadian Commitments at the relevant time.

“Type” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate, the Alternate Base Rate, the Canadian Prime Rate or the Canadian BA Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Uncontrolled Cash” means all amounts from time to time on deposit in the Designated Disbursement Account.

“Unfinanced Capital Expenditures” means, with respect to any Person and for any period, Capital Expenditures made by such Person during such period that are not Financed Capital Expenditures.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Unrestricted Subsidiary” means any Subsidiary of the Company designated by the Company after the Effective Date as an Unrestricted Subsidiary hereunder by written notice to the Agent in accordance with Section 5.12.

“U.S. Acquisition Sub-Facility” means the collective reference to U.S. Revolving Loans that are made to the U.S. Acquisition Sub-Facility Borrowers for the consummation of any Permitted Holding Company Acquisition, payment of working capital expenses arising from such Permitted Holding Company Acquisition or payment of any debt service obligations of any U.S. Acquisition Sub-Facility Borrower at any time and from time to time. The U.S. Acquisition Sub-Facility is part of, and not in addition to, the U.S. Revolving Commitment.

“U.S. Acquisition Sub-Facility Borrowers” means Holdings, Sub Holdco, the Company and each other Domestic Subsidiary of the Company that becomes a Borrower from time to time pursuant to Section 5.11(a).

“U.S. Acquisition Sub-Facility Borrowing” means a U.S. Revolving Borrowing by any U.S. Acquisition Sub-Facility Borrower under the U.S. Acquisition Sub-Facility.

“U.S. Acquisition Sub-Facility Loan” means a U.S. Revolving Loan made pursuant to Section 2.01(a) that is made under the U.S. Acquisition Sub-Facility and that has not subsequently been deemed to be a U.S. Operating Loan in accordance with Section 2.03.

“U.S. Availability Reserves” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect any impediments to the Agent’s ability to realize upon the U.S. Collateral consisting of U.S. Borrowing Base Assets included in the U.S. Borrowing Base, (b) to reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization upon the U.S. Collateral consisting of U.S. Borrowing Base Assets included in the U.S. Borrowing Base or (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the U.S. Borrowing Base.

“U.S. Available Revolving Commitment” means, at any time, the aggregate of the U.S. Commitments of all U.S. Revolving Lenders then in effect minus the U.S. Revolving Exposure of all U.S. Revolving Lenders at such time.

“U.S. Average Revolving Loan Utilization” means, at any Adjustment Date, the average daily aggregate U.S. Revolving Exposure (excluding any U.S. Revolving Exposure resulting from any outstanding Swingline Loans) for the three-month period immediately preceding such Adjustment Date (or, if less, the period from the Effective Date to such Adjustment Date), divided by the aggregate U.S. Commitments in effect at such time.

“U.S. Banking Services” means each and any Banking Services provided to any U.S. Loan Party or any Restricted Subsidiary (other than the Canadian Loan Parties) by the Agent, any U.S. Revolving Lender or any of their respective Affiliates or branches.

“U.S. Banking Services Obligations” means any and all obligations of the U.S. Loan Parties and any Restricted Subsidiary (other than the Canadian Loan Parties), whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with U.S. Banking Services.

“U.S. Banking Services Reserves” means all U.S. Reserves which the Agent from time to time after the occurrence and during the continuation of a Liquidity Event establishes in its Permitted Discretion as being appropriate to reflect reasonably anticipated U.S. Secured Banking Services Obligations then provided or outstanding.

“U.S. Borrower” means, without duplication, any U.S. Operating Borrowers and, as the context requires with respect to the U.S. Acquisition Sub-Facility, any U.S. Acquisition Sub-Facility Borrowers.

“U.S. Borrower’s Maximum Liability” has the meaning assigned to such term in Section 2.25(e).

“U.S. Borrowing Base” means (a) during the Initial Borrowing Base Period, if any, the Initial Borrowing Base for U.S. Loans, and (b) at all times thereafter, (i) 85% of the Value of Eligible U.S. Receivables, plus (ii) 85% of the Net Orderly Liquidation Value of Eligible U.S. Inventory, minus

(iii) without duplication, the then amount of all U.S. Availability Reserves and other U.S. Reserves as the Agent may at any time and from time to time in the exercise of its Permitted Discretion establish or modify in accordance with the provisions of Section 2.22(a). The U.S. Borrowing Base at any time shall be determined by reference to the most recent U.S. Borrowing Base Certificate delivered to the Agent pursuant to Section 5.01(h) and adjusted by the Agent in the exercise of its Permitted Discretion and in accordance with Section 2.22(a) based upon additional information, if any, received after the date of delivery of such U.S. Borrowing Base Certificate.

“U.S. Borrowing Base Assets” means any U.S. Loan Party’s Inventory and Receivables and other assets directly related thereto, including documents, instruments, general intangibles, deposit accounts and the proceeds of all of the same.

“U.S. Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Company, in substantially the form of Exhibit B or another form which is acceptable to the Agent in its reasonable discretion.

“U.S. Collateral” means any and all property owned, leased or operated by a Person subject to a security interest or Lien under the Collateral Documents and any and all other property of any U.S. Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Agent, on behalf of itself and the Secured Parties, to secure the U.S. Secured Obligations; provided however that U.S. Collateral shall not at any time include any Margin Stock or any Canadian Collateral.

“U.S. Commitment” means, at any time, a U.S. Revolving Commitment or an Extended U.S. Revolving Commitment as in effect at such time.

“U.S. Excess Availability” means, at any time, an amount equal to (a) the lesser of (i) the aggregate U.S. Commitments at such time and (ii) the U.S. Borrowing Base at such time, (as determined by reference to the most recent U.S. Borrowing Base Certificate delivered to the Agent pursuant to Section 5.01(h)), minus (b) the aggregate U.S. Revolving Exposures (including the U.S. LC Exposure) of all U.S. Revolving Lenders at such time.

“U.S. Extension Agreement” has the meaning assigned to such term in Section 2.27(a)(iii).

“U.S. Extension Election” has the meaning assigned to such term in Section 2.27(a)(ii).

“U.S. Extension Request” shall mean Revolving Extension Requests.

“U.S. Extension Series” shall mean all Extended U.S. Revolving Commitments that are established pursuant to the same U.S. Extension Agreement (or any subsequent U.S. Extension Agreement to the extent such U.S. Extension Agreement expressly provides that Extended U.S. Revolving Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins and extension fees.

“U.S. Guaranteed Obligations” has the meaning assigned to such term in Section 10.01; provided, that for the avoidance of doubt solely with respect to each of Holdings and Sub Holdco in its capacity as a U.S. Guarantor, for so long as Holdings or Sub Holdco is a U.S. Acquisition Sub-Facility

Borrower, the U.S. Guaranteed Obligations of Holdings or Sub Holdco, as the case may be, shall not include U.S. Secured Obligations under the U.S. Acquisition Sub-Facility.

“U.S. Issuing Bank” means each of Bank of America, N.A. (including in its capacity as Tranche A Incremental Foreign Facility Issuing Bank) and any other U.S. Revolving Lender which at the request of the Borrower Agent and after notice to the Agent agrees to become a U.S. Issuing Bank and, solely with respect to any Existing Letter of Credit (and any amendment, renewal or extension thereof in accordance with this Agreement), the Lender or Affiliate of a Lender that issued such Existing Letter of Credit. Each U.S. Issuing Bank may, in its discretion, arrange for one or more U.S. Letters of Credit to be issued by Affiliates of such U.S. Issuing Bank, in which case the term “U.S. Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“U.S. LC Collateral Account” has the meaning assigned to such term in Section 2.06(a)(x).

“U.S. LC Disbursement” means a payment made by a U.S. Issuing Bank pursuant to a drawing on a U.S. Letter of Credit. All U.S. LC Disbursements shall be denominated in Dollars.

“U.S. LC Exposure” means, at any time of determination, the sum (without duplication) of the Dollar Equivalent of (a) the aggregate undrawn amount of all outstanding U.S. Letters of Credit at such time plus (b) the aggregate amount of all U.S. LC Disbursements that have not yet been reimbursed by or on behalf of the U.S. Borrower or any other U.S. Loan Party at such time, less (c) the amount then on deposit in the U.S. LC Collateral Account. The U.S. LC Exposure of any U.S. Revolving Lender at any time shall be its Applicable Percentage of the total U.S. LC Exposure at such time.

“U.S. Lenders” means Bank of America, N.A. and each other Lender permitted hereunder that has issued a U.S. Commitment in effect at such time.

“U.S. Letter of Credit” means any standby or commercial letter of credit issued (or, in the case of an Existing Letter of Credit, deemed to be issued) by a U.S. Issuing Bank for the account of a U.S. Operating Borrower, any other U.S. Loan Party or any Subsidiary of the Company (other than Canadian Loan Parties) pursuant to this Agreement. U.S. Letters of Credit may be issued in Dollars or in an Alternative Currency.

“U.S. Letter of Credit Request” has the meaning assigned to such term in Section 2.06(a).

“U.S. Loan Guarantor” means (a) with respect to all U.S. Secured Obligations arising under or with respect to the U.S. Acquisition Sub-Facility, each U.S. Loan Party that is not a U.S. Borrower, and (b) with respect to all U.S. Secured Obligations (other than U.S. Secured Obligations arising under or with respect to the U.S. Acquisition Sub-Facility), each of Holdings, Sub Holdco and each other U.S. Loan Party that is not a U.S. Borrower.

“U.S. Loan Guaranty” means Article X of this Agreement.

“U.S. Loan Party” means Holdings, Sub Holdco, each U.S. Borrower, each Domestic Subsidiary (other than any Excluded Subsidiary), and any other Person who becomes a party to this

Agreement as a U.S. Loan Party pursuant to a Joinder Agreement, and their respective successors and assigns.

“U.S. Loans” means the loans and advances made by the U.S. Lenders pursuant to this Agreement, including U.S. Revolving Loans, U.S. Swingline Loans, U.S. Protective Advances and Extended U.S. Revolving Loans.

“U.S. Obligated Party” has the meaning assigned to such term in Section 10.02.

“U.S. Obligations” means on any date, the portion of the Obligations outstanding that are owing by a U.S. Borrower or any other U.S. Loan Party, including, for the avoidance of doubt, the Obligations that are owing by a U.S. Operating Borrower or any other U.S. Loan Party under Incremental Foreign Facilities.

“U.S. Operating Borrower” means any of the Company and each other Domestic Subsidiary of the Company that becomes a Borrower from time to time pursuant to Section 5.11(a).

“U.S. Operating Borrowing” means a U.S. Revolving Borrowing that is not a U.S. Acquisition Sub-Facility Borrowing.

“U.S. Operating Facility” means the collective reference to all U.S. Operating Loans.

“U.S. Operating Loan” means a U.S. Revolving Loan made pursuant to Section 2.01(a) that is not a U.S. Acquisition Sub-Facility Loan.

“U.S. Overadvance” means at any time the amount by which the aggregate outstanding U.S. Revolving Exposure exceeds the U.S. Borrowing Base.

“U.S. Overadvance Condition” means and is deemed to exist any time the aggregate outstanding U.S. Revolving Exposure exceeds the U.S. Borrowing Base.

“U.S. Overadvance Loan” means an ABR U.S. Operating Loan made at a time a U.S. Overadvance Condition exists or which results in a U.S. Overadvance Condition.

“U.S. Protective Advance” has the meaning assigned to such term in Section 2.04(a).

“U.S. Reserves” means all (if any) U.S. Availability Reserves (including any Dilution Reserves, Rent Reserves and U.S. Banking Services Reserves and U.S. Secured Swap Reserves with respect to Holdings and the U.S. Borrowers), and any and all other reserves which the Agent deems necessary in its Permitted Discretion.

“U.S. Revolving Borrowing” means a request for U.S. Revolving Loans.

“U.S. Revolving Commitment” means, with respect to each U.S. Revolving Lender, the commitment of such U.S. Revolving Lender to make U.S. Revolving Loans and to acquire participations in U.S. Protective Advances, U.S. Letters of Credit and U.S. Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such U.S. Revolving Lender’s U.S. Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Lender

pursuant to Section 9.04 and (c) increased from time to time pursuant to Section 2.23. The initial amount of each U.S. Revolving Lender’s U.S. Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its U.S. Revolving Commitment, as applicable. The initial aggregate amount of the U.S. Revolving Lenders’ U.S. Revolving Commitments is $500,000,000.

“U.S. Revolving Commitment Increase” has the meaning assigned to such term in Section 2.23(b)(i).

“U.S. Revolving Commitment Increase Date” has the meaning assigned to such term in Section 2.23(b)(iii).

“U.S. Revolving Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s U.S. Revolving Loans and its U.S. LC Exposure and an amount equal to its Applicable Percentage of the aggregate principal amounts of U.S. Swingline Loans and U.S. Protective Advances outstanding at such time.

“U.S. Revolving Extension Request” has the meaning assigned to such term in Section 2.27(a)(i).

“U.S. Revolving Lender” means, as of any date of determination, a Lender with a U.S. Commitment or, if the U.S. Commitments have terminated or expired, a Lender with U.S. Revolving Exposure. Unless the context otherwise requires, the term “U.S. Revolving Lenders” includes the U.S. Swingline Lender.

“U.S. Revolving Loan” means the loans and advances made by the U.S. Revolving Lenders pursuant to this Agreement, including Loans made pursuant to Section 2.01(a), U.S. Swingline Loans and U.S. Protective Advances.

“U.S. Secured Banking Services Obligations” means all U.S. Banking Services Obligations owing to the Agent, a Joint Lead Arranger, a U.S. Revolving Lender or any Affiliate or branch thereof and with respect to which the U.S. Borrower (or other U.S. Loan Party) and the U.S. Revolving Lender or other Person referred to above in this definition party thereto shall have delivered (except in the case of the Agent) written notice to the Agent, at or prior to the time that the U.S. Banking Service relating to such obligation is entered into or, if later, the time that such U.S. Revolving Lender becomes a party to this Agreement, (i) that such a transaction has been entered into, (ii) that it constitutes a U.S. Secured Banking Services Obligation entitled to the benefits of the Collateral Documents and the ABL Intercreditor Agreement, and (iii) the maximum amount of such obligation, which amount may be established or increased (by further written notice to the Agent from time to time) as long as no Default or Event of Default exists and the establishment of a U.S. Reserve for such amount and all other U.S. Secured Related Obligations would not result in a U.S. Overadvance. For the avoidance of doubt, all U.S. Swap Obligations owing to the Agent shall constitute U.S. Secured Swap Obligations.

“U.S. Secured Obligations” means all U.S. Obligations.

“U.S. Secured Related Obligations” means all U.S. Secured Banking Services Obligations and all U.S. Secured Swap Obligations.

“U.S. Secured Swap Obligations” means all U.S. Swap Obligations owing to the Agent, a Joint Lead Arranger, a U.S. Revolving Lender or any Affiliate thereof and with respect to which the Company (or other U.S. Loan Party) and the U.S. Revolving Lender or other Person referred to above in this definition party thereto shall have delivered (except in the case of the Agent) written notice to the Agent (which notice shall be supplemented on a monthly basis (or more frequently as the Agent may reasonably request) with notice to the Agent of the then outstanding liability owing under such Swap Obligations), at or prior to the time that the Swap Agreement relating to such obligation is entered into or, if later, the time that such U.S. Revolving Lender becomes a party to this Agreement, that such a transaction has been entered into and that it constitutes a U.S. Secured Swap Obligation entitled to the benefits of the Collateral Documents and the ABL Intercreditor Agreement.

“U.S. Secured Swap Reserves” means all U.S. Reserves which the Agent from time to time establishes in its Permitted Discretion as being appropriate to reflect reasonably anticipated U.S. Secured Swap Obligations then provided or outstanding.

“U.S. Security Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, between the U.S. Loan Parties and the Agent.

“U.S. Subsidiary” means a Subsidiary of a Loan Party that is organized under the laws of a state of the United States or the District of Columbia.

“U.S. Swap Obligations” means Swap Obligations of a U.S. Loan Party.

“U.S. Swingline Exposure” means, with respect to any U.S. Revolving Lender, at any time, such U.S. Revolving Lender’s Applicable Percentage of the U.S. Swingline Loans outstanding at such time.

“U.S. Swingline Lender” means Bank of America, N.A., in its capacity as lender of U.S. Swingline Loans hereunder.

“U.S. Swingline Loan” means a Loan made pursuant to Section 2.05(a).

“Value” means with reference to (a) Eligible Inventory, on any date, the value thereof determined on the basis of the lower of (i) cost thereof calculated based upon the book value thereof determined in accordance with GAAP but excluding the LIFO reserves and (ii) the market value thereof, and (b) Eligible Receivables, the book value thereof determined in accordance with GAAP.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “LIBOR Rate Loan”) or by Class and Type (e.g., a “LIBOR Rate Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “LIBOR Rate Borrowing”) or by Class and Type (e.g., a “LIBOR Rate Revolving Borrowing”).

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, extended, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendment and restatements, extensions, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with the provisions of Section 9.02.

Section 1.05 Interpretation (Quebec). For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (j) an “agent” shall be deemed to include a “mandatary”.

Section 1.06 Currency Equivalents Generally.

(a) Covenant Compliance. For purposes of determining compliance under Sections 6.01 through 6.10 with respect to any amount in a currency other than Dollars (other than with respect to any calculation of the Fixed Charge Coverage Ratio, EBITDA or any other amount derived from the financial statements of Holdings or any other Loan Party), compliance will be determined at the time of incurrence or advancing thereof using the prevailing currency exchange rates reasonably determined by the Borrowers at the time of such incurrence or advancement. For purposes of determining compliance with Section 6.14, any calculation of the Fixed Charge Coverage Ratio, EBITDA or any other amount derived from the financial statements of Holdings or any Loan Party, such amount shall be determined in a manner consistent with that used in calculating EBITDA for the related period.

(b) Generally. Any amount specified in this Agreement (other than in Articles II, VIII and IX or as otherwise provided in Section 1.06(a)) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Agent at such time on the basis of the Exchange Rate for the purchase of such currency with Dollars or the screen rate for the purchase of such currency with Dollars quoted by Bloomberg or other nationally recognized information bureau.

Section 1.07 Additional Alternative Currencies. The Borrowers may from time to time request that U.S. Letters of Credit or Tranche A Incremental Foreign Facility Letters of Credit, as applicable, be issued in a currency other than Dollars, Euros or any other any other currency previously approved under this Section 1.07 from time to time as an “Alternative Currency”; provided, that such requested currency is (a) lawful currency that is readily available and freely transferrable and convertible into Dollars and (b) approved by the Agent and the applicable Issuing Bank. Any such request shall be made to the Agent not later than ten (10) Business Days (or such other time period agreed by the Agent and the applicable Issuing Bank in their sole discretion) prior to the date of the desired issuance of a Letter of Credit in such currency, and the Agent shall promptly notify the applicable Issuing Bank thereof. The applicable Issuing Bank shall notify the Agent, not later than 11:00 a.m., five (5) Business Days (or such other period of time as may be agreed by the Agent and the applicable Issuing Bank in their sole discretion) after receipt of such request whether it consents, in its sole discretion, to the issuance of U.S. Letters of Credit or Tranche A Incremental Foreign Facility Letters of Credit, as applicable, in such requested currency. Any failure to so respond shall be deemed a refusal by the applicable Issuing Bank to issue U.S. Letters of Credit or Tranche A Incremental Foreign Facility Letters of Credit, as applicable, in the requested currency. If such alternative currency is approved by the Agent and the Issuing Bank, the Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of the issuance of U.S. Letters of Credit.

ARTICLE II
THE CREDITS

Section 2.01 Revolving Commitments

(a) U.S. Revolving Loans. Subject to the terms and conditions set forth herein, each U.S. Revolving Lender agrees, severally and not jointly, to make U.S. Revolving Loans in the form of (i) U.S. Operating Loans to the U.S. Operating Borrowers and (ii) U.S. Acquisition Sub-Facility Loans to the U.S. Acquisition Sub-Facility Borrowers, in each case, from time to time during the Availability

Period in an aggregate principal amount that will not result in (i) such U.S. Revolving Lender’s U.S. Revolving Exposure exceeding such U.S. Revolving Lender’s U.S. Commitment at such time, (ii) the total U.S. Revolving Exposures exceeding the lesser of (x) the sum of the total U.S. Commitments, and (y) the U.S. Borrowing Base (subject to the Agent’s authority, in its sole discretion, to make U.S. Protective Advances and U.S. Overadvances pursuant to the terms of Section 2.04) at such time, or (iii) at any time on or after the Initial Increase Effective Date when the aggregate principal amount of Loans that are outstanding (or will be outstanding after giving effect to such U.S. Revolving Loan) is (or will be) greater than $540,000,000 (or, if applicable, any greater fixed principal amount of Indebtedness permitted to be incurred under this Agreement in accordance with the Permitted Senior Facilities Documents then in effect) ($540,000,000 or such greater amount, as applicable, the “Permitted ABL Amount”), the Total Exposure (including Protective Advances) exceeding 90% of the TLB Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the applicable U.S. Borrowers may borrow, repay and reborrow the applicable U.S. Revolving Loans. Each U.S. Revolving Loan shall be funded and repaid in Dollars.

(b) Canadian Revolving Loans. Subject to the terms and conditions set forth herein, each Canadian Revolving Lender agrees, severally and not jointly, to make Canadian Revolving Loans to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Canadian Revolving Lender’s Canadian Revolving Exposure exceeding such Canadian Revolving Lender’s Canadian Commitment at such time, (ii) the total Canadian Revolving Exposures exceeding the lesser of (x) the sum of the total Canadian Commitments and (y) the Canadian Borrowing Base (subject to the Agent’s authority, in its sole discretion, to make Canadian Protective Advances and Canadian Overadvances pursuant to the terms of Section 2.04) at such time, or (iii) at any time on or after the Initial Increase Effective Date when the aggregate principal amount of Loans that are outstanding (or will be outstanding after giving effect to such Canadian Revolving Loan) is (or will be) greater than the Permitted ABL Amount, the Total Exposure (including Protective Advances) exceeding 90% of the TLB Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Borrower may borrow, repay and reborrow Canadian Revolving Loans. Each Canadian Revolving Loan shall be funded and repaid in Canadian Dollars.

(c) Tranche A Incremental Foreign Facility Revolving Loans. Subject to the terms and conditions set forth herein, each Tranche A Incremental Foreign Facility Revolving Lender agrees, severally and not jointly, to make Tranche A Incremental Foreign Facility Revolving Loans to the U.S. Operating Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Tranche A Incremental Foreign Facility Revolving Lender’s Tranche A Incremental Foreign Facility Revolving Exposure exceeding such Tranche A Incremental Foreign Facility Revolving Lender’s Tranche A Incremental Foreign Facility Revolving Commitment at such time, or (ii) the total Tranche A Incremental Foreign Facility Revolving Exposures exceeding the sum of the total Tranche A Incremental Foreign Facility Revolving Commitments; provided, that the U.S. Operating Borrowers shall not be permitted to make draws of Tranche A Incremental Foreign Facility Revolving Loans except for deemed draws made to reimburse the Tranche A Incremental Facility Issuing Bank for Tranche A Incremental Foreign Facility LC Disbursements in accordance with Section 2.06(c)(v). Within the foregoing limits and subject to the terms and conditions set forth herein, the applicable U.S. Operating Borrowers may borrow, repay and reborrow the applicable Tranche A Incremental Foreign Facility Revolving Loan. Each Tranche A Incremental Foreign Facility Revolving Loan shall be funded and repaid in Dollars.

Section 2.02 Revolving Loans and Borrowings

(a) Revolving Loans. Each Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively.

(b) Revolving Borrowings.

(i) Subject to Section 2.14, each U.S. Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each U.S. Swingline Loan and each U.S. Protective Advance shall be an ABR Loan. Each U.S. Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such U.S. Revolving Lender to make such U.S. Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the applicable U.S. Borrowers to repay such U.S. Revolving Loan in accordance with the terms of this Agreement and (ii) in exercising such option, such U.S. Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the applicable U.S. Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply).

(ii) Subject to Section 2.14, each Canadian Revolving Borrowing shall be comprised entirely of Canadian BA Rate Loans or Canadian Prime Rate Loans as the Canadian Borrower may request in accordance herewith. Each Canadian Swingline Loan and each Canadian Protective Advance shall be a Canadian Prime Rate Loan.

(iii) Subject to Section 2.14, each Tranche A Incremental Foreign Facility Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Tranche A Incremental Foreign Facility Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Tranche A Incremental Foreign Facility Revolving Lender to make such Tranche A Incremental Foreign Facility Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the U.S. Operating Borrowers to repay such Tranche A Incremental Foreign Facility Revolving Loan in accordance with the terms of this Agreement and (ii) in exercising such option, such Tranche A Incremental Foreign Facility Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the U.S. Operating Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply).

(i) At the commencement of each Interest Period for any LIBOR Rate U.S. Revolving Borrowing, such U.S. Revolving Borrowing shall comprise an aggregate principal amount

that is an integral multiple of $500,000 and not less than $1,000,000. Each ABR U.S. Revolving Borrowing when made shall be in a minimum principal amount of $500,000; provided that an ABR U.S. Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total U.S. Commitments at such time or that is required to finance the reimbursement of a U.S. LC Disbursement as contemplated by Section 2.06(a)(v). U.S. Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate U.S. Revolving Borrowings at any time outstanding.

(ii) At the commencement of each Interest Period for any Canadian BA Rate Revolving Borrowing, such Revolving Borrowing of Canadian Revolving Loans shall comprise an aggregate principal amount that is an integral multiple of Cdn $100,000 and not less than Cdn $1,000,000. Each Canadian Prime Rate Canadian Revolving Borrowing when made shall be in a minimum principal amount of Cdn $100,000; provided that a Canadian Prime Rate Canadian Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Canadian Commitments at such time or that is required to finance the reimbursement of a Canadian LC Disbursement as contemplated by Section 2.06(b)(v). Canadian Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of four different Interest Periods in effect for Canadian BA Rate Revolving Borrowings at any time outstanding.

(iii) At the commencement of each Interest Period for any LIBOR Rate Tranche A Incremental Foreign Facility Revolving Borrowing, such Tranche A Incremental Foreign Facility Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000. Each ABR Tranche A Incremental Foreign Facility Revolving Borrowing when made shall be in a minimum principal amount of $500,000; provided that an ABR Tranche A Incremental Foreign Facility Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Tranche A Incremental Foreign Facility Revolving Commitments at such time or that is required to finance the reimbursement of a Tranche A Incremental Foreign Facility LC Disbursement as contemplated by Section 2.06(c)(v). Tranche A Incremental Foreign Facility Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of three different Interest Periods in effect for LIBOR Rate Tranche A Incremental Foreign Facility Revolving Borrowings at any time outstanding.

(d) Borrowings Beyond Maturity Date. Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Agent shall notify the Agent of such request either in writing by delivery of a Borrowing Request (by hand or facsimile) signed by the Borrower Agent or by telephone (a) in the case of a LIBOR Rate Borrowing, not later than 12:00 noon, New York City time, two (2) Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing (including any such notice of an ABR Borrowing or Canadian Prime Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(a)(v), Section 2.06(b)(v) or

Section 2.06(c)(v), as applicable), not later than 12:00 noon, New York City time, one (1) Business Day before the date of the proposed Borrowing, and (c) in the case of a Canadian BA Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Agent of a written Borrowing Request signed by the Borrower Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

(iv) the aggregate amount of the requested Revolving Borrowing.

(v) the date of such Revolving Borrowing, which shall be a Business Day;

(vi) whether such Revolving Borrowing is to be an ABR Borrowing, a LIBOR Rate Borrowing, a Canadian Prime Rate Borrowing or a Canadian BA Rate Borrowing;

(vii) in the case of a LIBOR Rate Borrowing or a Canadian BA Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(viii) whether the Borrowing is for a Canadian Revolving Loan, a U.S. Revolving Loan or a Tranche A Incremental Foreign Facility Revolving Loan;

(ix) the location and number of the Borrower’s account to which funds are to be disbursed; and

(x) whether any U.S. Revolving Borrowing is a U.S. Acquisition Sub-Facility Borrowing or a U.S. Operating Borrowing.

If no election as to the Type of Revolving Borrowing or U.S. Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no election as to the Type of Canadian Revolving Borrowing is specified, then the requested Canadian Revolving Borrowing shall be a Canadian Prime Rate Borrowing. If no Interest Period is specified with respect to any requested LIBOR Rate Borrowing or Canadian BA Rate Borrowing, then the Borrower Agent shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Agent shall advise each Applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Notwithstanding anything herein to the contrary, the Company and Sub Holdco may request that all or any portion of U.S. Acquisition Sub-Facility Loans be designated as U.S. Operating Loans, either by delivery of a written request (by hand or facsimile) signed by the Company or by telephone not later than 12:00 noon, New York City time, two (2) Business Days before the date of the proposed designation. Each such telephonic request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Agent of a written request signed by the Company. For the avoidance of doubt, no U.S. Operating Loan may be designated as a U.S. Acquisition Sub-Facility Loan.

Section 2.04 Protective Advances and Overadvances.

(a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.02), the Agent is authorized by the U.S. Operating Borrowers and the U.S.

Revolving Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation), to make U.S. Operating Loans to the U.S. Operating Borrowers, on behalf of all U.S. Lenders whether or not any condition precedent set forth in Section 4.02 has not been satisfied or waived, including the failure to comply with the conditions set forth in Section 2.01, which the Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the U.S. Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the U.S. Loans and other U.S. Obligations, or (z) to pay any other amount chargeable to or required to be paid by the U.S. Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (each such U.S. Operating Loan, a “U.S. Protective Advance”). Any U.S. Protective Advance may be made in a principal amount that would cause the aggregate U.S. Revolving Exposure to exceed the U.S. Borrowing Base; provided, that no U.S. Protective Advance may be made to the extent that, after giving effect to such U.S. Protective Advance (together with the outstanding principal amount of any outstanding U.S. Protective Advances), the aggregate principal amount of U.S. Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed U.S. Protective Advance, and is not known by the Agent to exceed, together with U.S. Overadvances described in Section 2.04(c), 10% of the lesser of (i) the total U.S. Commitments and (ii) the U.S. Borrowing Base, at such time; provided, further, that, the aggregate amount of outstanding U.S. Protective Advances plus any U.S. Overadvances described in Section 2.04(c) plus the aggregate of all other U.S. Revolving Exposure shall not exceed (A) the aggregate total U.S. Commitments or (B) at any time on or after the Initial Increase Effective Date when the aggregate principal amount of Loans that are outstanding (or will be outstanding after giving effect to such U.S. Protective Advance) is (or will be) greater than the Permitted ABL Amount, an amount equal to (1) the TLB Borrowing Base times (2) a fraction, the numerator of which is the total U.S. Commitments and the denominator of which is the total Commitments. Notwithstanding anything herein to the contrary, U.S. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied or waived. The Agent agrees to use reasonable efforts to deliver prompt notice to the U.S. Lenders of any U.S. Protective Advance or U.S. Overadvance. Each U.S. Protective Advance shall be secured by the Liens in favor of the Agent in and to the U.S. Collateral and shall constitute U.S. Obligations hereunder. The Agent’s authorization to make U.S. Protective Advances may be revoked at any time by the Required U.S. Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. The making of a U.S. Protective Advance on any one occasion shall not obligate the Agent to make any U.S. Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Agent may request the U.S. Revolving Lenders to make a U.S. Operating Loan to repay a U.S. Protective Advance. At any other time, the Agent may require the U.S. Lenders to fund their risk participations described in Section 2.04(b).

(b) Upon the making of a U.S. Protective Advance by the Agent (whether before or after the occurrence of a Default), each U.S. Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Agent without recourse or warranty, an undivided interest and participation in such U.S. Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any U.S. Revolving Lender is required to fund its participation in any U.S. Protective Advance purchased hereunder, the Agent shall promptly distribute to such U.S. Revolving Lender, such U.S. Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of U.S. Collateral received by the Agent in respect of such U.S. Protective Advance.

(c) Notwithstanding anything to the contrary contained elsewhere in this Section 2.04 or this Agreement or the other Loan Documents and whether or not a Default or Event of Default exists at the time, the Agent may require all U.S. Revolving Lenders to honor requests or deemed requests by the U.S. Operating Borrowers for U.S. Operating Loans at a time that a U.S. Overadvance Condition exists or which would result in a U.S. Overadvance Condition and each Lender shall be obligated to continue to make its Applicable Percentage of any such U.S. Overadvance Loan up to a maximum amount outstanding equal to its U.S. Commitment at such time, so long as such U.S. Overadvance is not known by the Agent to exceed, 5% of the lesser of (i) the total U.S. Commitments and (ii) the U.S. Borrowing Base, at such time, but in no event shall such U.S. Overadvance exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve month period; provided, that, the aggregate amount of outstanding U.S. Overadvances plus any U.S. Protective Advances described in Section 2.04(a) plus the aggregate of all other U.S. Revolving Exposure shall not exceed (A) the aggregate total U.S. Commitments or (B) at any time on or after the Initial Increase Effective Date when the aggregate principal amount of Loans that are outstanding (or will be outstanding after giving effect to such U.S. Overadvance) is (or will be) greater than the Permitted ABL Amount, an amount equal to (1) the TLB Borrowing Base times (2) a fraction, the numerator of which is the total U.S. Commitments and the denominator of which is the total Commitments. The Agent’s authorization to require U.S. Revolving Lenders to honor requests or deemed requests for U.S. Overadvance Loans may be revoked at any time by the Required U.S. Lenders.

(d) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.02), the Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation), to make Canadian Loans to the Canadian Borrower, on behalf of all Canadian Lenders whether or not any condition precedent set forth in Section 4.02 has been satisfied or waived, including the failure to comply with the conditions set forth in Section 2.01, which the Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the Canadian Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Loans and other Canadian Obligations, or (z) to pay any other amount chargeable to or required to be paid by the Canadian Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (each such Canadian Loan, a “Canadian Protective Advance”). Any Canadian Protective Advance may be made in a principal amount that would cause the aggregate Canadian Revolving Exposure to exceed the Canadian Borrowing Base; provided that no Canadian Protective Advance may be made to the extent that, after giving effect to such Canadian Protective Advance (together with the outstanding principal amount of any outstanding Canadian Protective Advances), the aggregate principal amount of Canadian Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Canadian Protective Advance, and is not known by the Agent to exceed, together with Canadian Overadvances described in Section 2.04(f), 10% of the lesser of (i) the total Canadian Commitments and (ii) the Canadian Borrowing Base, at such time; provided, further, that, the aggregate amount of outstanding Canadian Protective Advances plus any Canadian Overadvances described in Section 2.04(f) plus the aggregate of all other Canadian Revolving Exposure shall not exceed (A) the aggregate total Canadian Commitments or (B) at any time on or after the Initial Increase Effective Date when the aggregate principal amount of Loans that are outstanding (or will be outstanding after giving effect to such Canadian Protective Advance) is (or will be) greater than the Permitted ABL Amount, an amount equal to (1) the TLB Borrowing Base times (2) a fraction, the numerator of which is the total Canadian Commitments and the denominator of which is the total

Commitments. Notwithstanding anything herein to the contrary, Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied or waived. The Agent agrees to use reasonable efforts to deliver prompt notice to the Canadian Lenders of any Canadian Protective Advance or Overadvance. Each Canadian Protective Advance shall be secured by the Liens in favor of the Agent in and to the Canadian Collateral and shall constitute Canadian Obligations hereunder. The Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Required Canadian Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. The making of a Canadian Protective Advance on any one occasion shall not obligate the Agent to make any Canadian Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Agent may request the Revolving Canadian Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time, the Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(e).

(e) Upon the making of a Canadian Protective Advance by the Agent (whether before or after the occurrence of a Default), each Canadian Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Canadian Revolving Lender is required to fund its participation in any Canadian Protective Advance purchased hereunder, the Agent shall promptly distribute to such Canadian Revolving Lender, such Canadian Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Canadian Collateral received by the Agent in respect of such Canadian Protective Advance.

(f) Notwithstanding anything to the contrary contained elsewhere in this Section 2.04 or this Agreement or the other Loan Documents and whether or not a Default or Event of Default exists at the time, the Agent may require all Canadian Revolving Lenders to honor requests or deemed requests by the Canadian Borrower for Canadian Revolving Loans at a time that a Canadian Overadvance Condition exists or which would result in a Canadian Overadvance Condition and each Lender shall be obligated to continue to make its Applicable Percentage of any such Canadian Overadvance Loan up to a maximum amount outstanding equal to its Canadian Commitment at such time, so long as such Canadian Overadvance is not known by the Agent to exceed, 5% of the lesser of (i) the total Canadian Commitments and (ii) the Canadian Borrowing Base, at such time, but in no event shall such Canadian Overadvance exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve month period; provided, that, the aggregate amount of outstanding Canadian Overadvances plus any Canadian Protective Advances described in Section 2.04(d) plus the aggregate of all other Canadian Revolving Exposure shall not exceed (A) the aggregate total Canadian Commitments or (B) at any time on or after the Initial Increase Effective Date when the aggregate principal amount of Loans that are outstanding (or will be outstanding after giving effect to such Canadian Overadvance) is (or will be) greater than Permitted ABL Amount, an amount equal to (1) the TLB Borrowing Base times (2) a fraction, the numerator of which is the total Canadian Commitments and the denominator of which is the total Commitments. The Agent’s authorization to require Canadian Revolving Lenders to honor requests or deemed requests for Canadian Overadvance Loans may be revoked at any time by the Required Canadian Lenders.

Section 2.05 Swingline Loans.

(i) Subject to the terms and conditions set forth herein, the U.S. Swingline Lender may in its discretion, and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.05, make available U.S. Swingline Loans to the U.S. Operating Borrowers from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding U.S. Swingline Loans exceeding $50,000,000 or (ii) the total U.S. Revolving Exposures exceeding the lesser of the total U.S. Commitments and the U.S. Borrowing Base, at such time; provided, that the U.S. Swingline Lender shall not be required to make a U.S. Swingline Loan to refinance an outstanding U.S. Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Operating Borrowers may borrow, prepay and reborrow U.S. Swingline Loans. To request a U.S. Swingline Loan, the Borrower Agent shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed U.S. Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested U.S. Swingline Loan. The Agent will promptly advise the U.S. Swingline Lender of any such notice received from the Borrower Agent. The U.S. Swingline Lender shall make each U.S. Swingline Loan available to the U.S. Operating Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Agent (including, in the case of a U.S. Swingline Loan made to finance the reimbursement of a U.S. LC Disbursement as provided in Section 2.06(a)(v), by remittance to the applicable U.S. Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the U.S. Lenders) on the requested date of such U.S. Swingline Loan.

(ii) To facilitate administration of the U.S. Revolving Loans, the U.S. Revolving Lenders and the Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any U.S. Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the U.S. Revolving Loans and the U.S. Swingline Loans and the U.S. Protective Advances shall take place on a periodic basis in accordance with this clause (ii). The Agent shall request settlement (a “Settlement”) with the U.S. Revolving Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of the U.S. Swingline Lender, with respect to each outstanding U.S. Swingline Loan and (B) with respect to collections received, in each case, by notifying the U.S. Revolving Lenders of such requested Settlement by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:30p.m. New York City Time, on the date of such requested Settlement (the “Settlement Date”). Each U.S. Revolving Lender (other than the U.S. Swingline Lender, in the case of U.S. Swingline Loans) shall make the amount of such U.S. Revolving Lender’s Applicable Percentage of the outstanding principal amount of the U.S. Swingline Loans with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 3:30 p.m., New York City time, on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Agent shall be applied against the amounts of the applicable U.S. Swingline Loan and, together with the portion of such U.S. Swingline Loan representing the U.S. Swingline Lender’s pro rata share thereof, shall constitute U.S. Revolving Loans of the U.S. Revolving Lenders. If any such amount is not made available to the Agent by any U.S. Revolving Lender on the Settlement Date applicable thereto, the Agent shall, on behalf of the U.S.

Swingline Lender with respect to each outstanding U.S. Swingline Loan, be entitled to recover such amount on demand from such U.S. Revolving Lender together with interest thereon at the Federal Funds Effective Rate for the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to U.S. Revolving Loans. Between Settlement Dates the Agent may pay over to the U.S. Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the U.S. Revolving Loans, for application to the U.S. Swingline Lender’s U.S. Revolving Loans or U.S. Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the U.S. Swingline Lender’s U.S. Revolving Loans, the U.S. Swingline Lender shall pay to the Agent for the accounts of the U.S. Revolving Lenders, to be applied to the outstanding U.S. Revolving Loans of such U.S. Revolving Lenders, an amount such that each U.S. Revolving Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Applicable Percentage of the U.S. Revolving Loans. During the period between Settlement Dates, the U.S. Swingline Lender with respect to U.S. Swingline Loans, the Agent with respect to U.S. Protective Advances and each U.S. Revolving Lender with respect to its U.S. Revolving Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement.

(iii) In addition, the U.S. Swingline Lender may by written notice given to the Agent not later than 1:00 p.m., New York City time, on any Business Day require the U.S. Revolving Lenders to acquire participations on such Business Day in all or a portion of the U.S. Swingline Loans outstanding. Such notice shall specify the aggregate amount of U.S. Swingline Loans in which U.S. Revolving Lenders will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each U.S. Revolving Lender, specifying in such notice such U.S. Revolving Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the U.S. Swingline Lender, such U.S. Revolving Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Revolving Lender acknowledges and agrees that its obligation to acquire participations in U.S. Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each U.S. Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to U.S. Loans made by such U.S. Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the U.S. Revolving Lenders), and the Agent shall promptly pay to the U.S. Swingline Lender the amounts so received by it from the U.S. Revolving Lenders. The Agent shall notify the Borrower Agent of any participations in any U.S. Swingline Loan acquired pursuant to this paragraph. Any amounts received by the U.S. Swingline Lender from the U.S. Operating Borrowers (or other party on behalf of any U.S. Operating Borrower) in respect of a U.S. Swingline Loan after receipt by the U.S. Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the U.S. Revolving Lenders that shall have made their payments pursuant to this paragraph and to the U.S. Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the U.S. Swingline Lender or the Agent, as applicable, if and to the extent such payment is required to be refunded to any U.S. Operating Borrower for any reason. The purchase of participations in a U.S. Swingline Loan pursuant to this paragraph shall not relieve the U.S. Operating Borrowers of any default in the payment thereof.

(d) Canadian Swingline Loans.

(i) Subject to the terms and conditions set forth herein, the Canadian Swingline Lender may in its discretion, and in reliance upon the agreements of the other Canadian Revolving Lenders set forth in this Section 2.05, make available Canadian Swingline Loans to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Canadian Swingline Loans exceeding the Dollar Equivalent of $10,000,000 or (ii) the total Canadian Revolving Exposures exceeding the lesser of the total Canadian Commitments and the Canadian Borrowing Base, at such time; provided, that the Canadian Swingline Lender shall not be required to make a Canadian Swingline Loan to refinance an outstanding Canadian Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Borrower may borrow, prepay and reborrow Canadian Swingline Loans. To request a Canadian Swingline Loan, the Canadian Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., Toronto time, on the day of a proposed Canadian Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Canadian Swingline Loan. The Agent will promptly advise the Canadian Swingline Lender of any such notice received from the Canadian Borrower. The Canadian Swingline Lender shall make each Canadian Swingline Loan available to the Canadian Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Canadian Borrower (including, in the case of a Canadian Swingline Loan made to finance the reimbursement of a Canadian LC Disbursement as provided in Section 2.06(b)(v), by remittance to the applicable Canadian Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Canadian Lenders) on the requested date of such Canadian Swingline Loan.

(ii) To facilitate administration of the Canadian Revolving Loans, the Canadian Revolving Lenders and the Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Canadian Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Canadian Revolving Loans and the Canadian Swingline Loans and the Canadian Protective Advances shall take place on a periodic basis in accordance with this clause (ii). The Agent shall request settlement (a “Canadian Settlement”) with the Canadian Revolving Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of the Canadian Swingline Lender, with respect to each outstanding Canadian Swingline Loan and (B) with respect to collections received, in each case, by notifying the Canadian Revolving Lenders of such requested Canadian Settlement by telecopy, telephone, or other similar form of transmission, of such requested Canadian Settlement, no later than 2:30p.m. Toronto Time, on the date of such requested Canadian Settlement (the “Canadian Settlement Date”). Each Canadian Revolving Lender (other than the Canadian Swingline Lender, in the case of Canadian Swingline Loans) shall make the amount of such Canadian Revolving Lender’s Applicable Percentage of the outstanding principal amount of the Canadian Swingline Loans with respect to which Canadian Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 3:30 p.m., Toronto time, on the Canadian Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Agent shall be applied against the amounts of the applicable Canadian Swingline Loan and, together

with the portion of such Canadian Swingline Loan representing the Canadian Swingline Lender’s pro rata share thereof, shall constitute Canadian Revolving Loans of the Canadian Revolving Lenders. If any such amount is not made available to the Agent by any Canadian Revolving Lender on the Settlement Date applicable thereto, the Agent shall, on behalf of the Canadian Swingline Lender with respect to each outstanding Canadian Swingline Loan, be entitled to recover such amount on demand from such Canadian Revolving Lender together with interest thereon at the Bank of Canada Overnight Rate for the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to Canadian Revolving Loans. Between Canadian Settlement Dates the Agent may pay over to the Canadian Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Revolving Loans, for application to the Canadian Swingline Lender’s Canadian Revolving Loans or Canadian Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Canadian Swingline Lender’s Canadian Revolving Loans, the Canadian Swingline Lender shall pay to the Agent for the accounts of the Canadian Revolving Lenders, to be applied to the outstanding Canadian Revolving Loans of such Canadian Revolving Lenders, an amount such that each Canadian Revolving Lender shall, upon receipt of such amount, have, as of such Canadian Settlement Date, its Applicable Percentage of the Canadian Revolving Loans. During the period between Settlement Dates, the Canadian Swingline Lender with respect to Canadian Swingline Loans, the Agent with respect to Canadian Protective Advances and each Canadian Revolving Lender with respect to its Canadian Revolving Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement.

(iii) In addition, the Canadian Swingline Lender may by written notice given to the Agent not later than 1:00 p.m., Toronto time, on any Business Day require the Canadian Revolving Lenders to acquire participations on such Business Day in all or a portion of the Canadian Swingline Loans outstanding. Such notice shall specify the aggregate amount of Canadian Swingline Loans in which Canadian Revolving Lenders will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Canadian Revolving Lender, specifying in such notice such Canadian Revolving Lender’s Applicable Percentage of such Canadian Swingline Loan or Loans. Each Canadian Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Canadian Swingline Lender, such Canadian Revolving Lender’s Applicable Percentage of such Canadian Swingline Loan or Loans. Each Canadian Revolving Lender acknowledges and agrees that its obligation to acquire participations in Canadian Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Canadian Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Canadian Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Canadian Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Canadian Revolving Lenders), and the Agent shall promptly pay to the Canadian Swingline Lender the amounts so received by it from the Canadian Revolving Lenders. The Agent shall notify the Canadian Borrower of any participations in any Canadian Swingline Loan acquired pursuant to this paragraph. Any amounts received by the Canadian Swingline Lender from the Canadian Borrower (or other party on behalf of the Canadian Borrower) in respect of a Canadian Swingline Loan after receipt by the Canadian Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Canadian Revolving

Lenders that shall have made their payments pursuant to this paragraph and to the Canadian Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Canadian Swingline Lender or the Agent, as applicable, if and to the extent such payment is required to be refunded to the Canadian Borrower for any reason. The purchase of participations in a Canadian Swingline Loan pursuant to this paragraph shall not relieve the Canadian Borrower of any default in the payment thereof.

Section 2.06 Letters of Credit.

(a) U.S. Letters of Credit.

(i) General. Subject to the terms and conditions set forth herein, (i) each U.S. Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.06, (A) from time to time on any Business Day during the period from the Effective Date to but not including the 5th Business Day prior to the Maturity Date, upon the request of the Borrower Agent, to issue U.S. Letters of Credit denominated in Dollars or in one or more Alternative Currencies and issued on sight basis only for the account of one or more of the U.S. Operating Borrowers, any other U.S. Loan Party or any Subsidiary of the Company (other than the Canadian Loan Parties) (so long as with respect to any Letter of Credit issued for the account of any Subsidiary of the Company that is not a U.S. Loan Party, the Company is a joint and several co-applicant, and references to the Company or a “U.S. Operating Borrower” in this Section 2.06 shall be deemed to include reference to such Subsidiary) and to amend or renew U.S. Letters of Credit previously issued by it, in accordance with Section 2.06(a)(ii), and (B) to honor drafts under the U.S. Letters of Credit, and (ii) the U.S. Revolving Lenders severally agree to participate in the U.S. Letters of Credit issued pursuant to Section 2.06(a)(iv). Subject to the terms and conditions hereof, the U.S. Operating Borrowers’ ability to obtain U.S. Letters of Credit shall be fully revolving, and accordingly the U.S. Operating Borrowers may, during the foregoing period, obtain U.S. Letters of Credit to replace U.S. Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a U.S. Letter of Credit (or the amendment, renewal or extension of an outstanding U.S. Letter of Credit), the Borrower Agent shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable U.S. Issuing Bank) to the applicable U.S. Issuing Bank and the Agent, at least two (2) Business Days, in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable U.S. Issuing Bank), a request to issue in the form of Exhibit E-1 attached hereto (each a “U.S. Letter of Credit Request”). To request an amendment, extension or renewal of a U.S. Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the applicable U.S. Issuing Bank (with a copy to the Agent) at least two (2) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the U.S. Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension must be accompanied by such other information as shall be necessary to issue, amend, renew or extend such U.S. Letter of Credit. If requested by the applicable U.S. Issuing Bank, the Borrower Agent also shall submit a U.S. Letter of Credit application on such U.S. Issuing Bank’s standard form in connection with any request for a U.S. Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of U.S. Letter of Credit application or other agreement submitted

by the Borrower Agent to, or entered into by the Borrower Agent or any Borrower with, the applicable U.S. Issuing Bank relating to any U.S. Letter of Credit, the terms and conditions of this Agreement shall control. A U.S. Letter of Credit shall be issued, amended, renewed or extended if (and on issuance, amendment, renewal or extension of each U.S. Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the U.S. LC Exposure (including U.S. Letters of Credit denominated in an Alternative Currency) shall not exceed $200,000,000, and (ii) the total U.S. Revolving Exposures shall not exceed the lesser of the total U.S. Commitments and the U.S. Borrowing Base, at such time. Promptly after the delivery of any U.S. Letter of Credit or any amendment to a U.S. Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable U.S. Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such U.S. Letter of Credit or amendment. Promptly after receipt of such U.S. Letter of Credit or amendment, the Agent shall notify the U.S. Revolving Lenders, in writing, of such U.S. Letter of Credit or amendment, and if so requested by a U.S. Revolving Lender the Agent will provide such U.S. Revolving Lender with copies of such U.S. Letter of Credit or amendment. With respect to commercial U.S. Letters of Credit, each U.S. Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate total of commercial U.S. Letters of Credit for the previous calendar week.

(iii) Expiration Date. Each standby U.S. Letter of Credit shall expire not later than the earlier of (i) the date one year after the date of the issuance of such U.S. Letter of Credit and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided that any standby U.S. Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration (none of which, in any event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)). Each commercial U.S. Letter of Credit shall expire on the earlier of (i) 180 days after the date of the issuance of such U.S. Letter of Credit and (ii) the date that is thirty (30) days prior to the Maturity Date.

(iv) Participations. By the issuance of a U.S. Letter of Credit (or an amendment to a U.S. Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable U.S. Issuing Bank or the U.S. Revolving Lenders, the applicable U.S. Issuing Bank hereby grants to each U.S. Revolving Lender, and each U.S. Revolving Lender hereby acquires from such U.S. Issuing Bank, a participation in such U.S. Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Revolving Lender hereby absolutely and unconditionally agrees to pay to the Agent in Dollars, for the account of the applicable U.S. Issuing Bank, such U.S. Lender’s Applicable Percentage of each U.S. LC Disbursement made by such U.S. Issuing Bank and not reimbursed by the U.S. Operating Borrowers on the date due as provided in paragraph (v) of this Section 2.06(a), or of any reimbursement payment required to be refunded to any Borrower for any reason. Each U.S. Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of U.S. Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any U.S. Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(v) Reimbursement. If the applicable U.S. Issuing Bank shall make any U.S. LC Disbursement in respect of a U.S. Letter of Credit, the U.S. Operating Borrowers shall reimburse such

U.S. LC Disbursement by paying to the Agent an amount equal to such U.S. LC Disbursement not later than (i) for a U.S. Letter of Credit to be reimbursed in Dollars, 5:00 p.m. New York City time, on the same Business Day the Borrower Agent is presented with notice of such U.S. LC Disbursement under paragraph (vii) of this Section 2.06(a) if such notice is presented before 10:00 a.m. New York City time, (ii) for a U.S. Letter of Credit to be reimbursed in Dollars, 12:00 noon, New York City time, on the Business Day immediately following the date the Borrower Agent is presented notice of such U.S. LC Disbursement under paragraph (vii) of this Section 2.06 if such notice is presented on or after 10:00 a.m. New York City time and (iii) for a U.S. Letter of Credit to be reimbursed in an Alternative Currency, the Applicable Time on the date of an payment by a U.S. Issuing Bank; provided that the Borrower Agent may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR U.S. Revolving Borrowing or U.S. Swingline Loan in an equivalent amount and, to the extent so financed, the U.S. Operating Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR U.S. Revolving Borrowing or U.S. Swingline Loan. In the case of a U.S. Letter of Credit denominated in an Alternative Currency, the U.S. Operating Borrowers shall reimburse the applicable U.S. Issuing Bank in such Alternative Currency, unless (A) such U.S. Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Operating Borrowers shall have notified the applicable U.S. Issuing Bank promptly following receipt of the notice of drawing that the U.S. Operating Borrowers will reimburse such U.S. Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a U.S. Letter of Credit denominated in an Alternative Currency, the applicable U.S. Issuing Bank shall notify the Borrower Agent of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If the U.S. Operating Borrowers fail to make such payment when due, the Agent shall notify each U.S. Revolving Lender of the applicable U.S. LC Disbursement (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.S. Letter of Credit denominated in an Alternative Currency), the payment then due from the U.S. Operating Borrowers in respect thereof and such U.S. Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each U.S. Revolving Lender shall pay to the Agent its Applicable Percentage of the payment then due from the U.S. Operating Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the U.S. Revolving Lenders), and the Agent shall promptly pay to the applicable U.S. Issuing Bank the amounts so received by it from the U.S. Revolving Lenders. Promptly following receipt by the Agent of any payment from the U.S. Operating Borrowers pursuant to this paragraph, the Agent shall distribute such payment in Dollars and in the same funds as those received by the Agent to the applicable U.S. Issuing Bank or, to the extent that U.S. Revolving Lenders have made payments pursuant to this paragraph to reimburse such U.S. Issuing Bank, then to such Lenders and such U.S. Issuing Bank as their interests may appear.

(vi) Obligations Absolute. The U.S. Operating Borrowers’ obligation to reimburse U.S. LC Disbursements as provided in paragraph (v) of this Section 2.06(a) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any U.S. Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a U.S. Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable U.S. Issuing Bank under a U.S. Letter of Credit against presentation of a draft or other document that does not comply with the terms of such U.S. Letter of Credit, or (iv) any other event or

circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.06(a)(vi), constitute a legal or equitable discharge of, or provide a right of setoff against, any U.S. Operating Borrower’s obligations hereunder. Neither the Agent, the U.S. Revolving Lenders nor any U.S. Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any U.S. Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any U.S. Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such U.S. Issuing Bank; provided that the foregoing shall not be construed to excuse such U.S. Issuing Bank from liability to the U.S. Operating Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each U.S. Operating Borrower to the extent permitted by Applicable Law) suffered by any U.S. Operating Borrower that are caused by such U.S. Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a U.S. Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of applicable U.S. Issuing Bank (as finally determined by a court of competent jurisdiction), such U.S. Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a U.S. Letter of Credit, the applicable U.S. Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such U.S. Letter of Credit.

(vii) Disbursement Procedures. The applicable U.S. Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a U.S. Letter of Credit. Such U.S. Issuing Bank shall promptly notify the Agent and the Borrower Agent by telephone (confirmed by facsimile) of such demand for payment and whether such U.S. Issuing Bank has made or will make a U.S. LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such U.S. Issuing Bank and the U.S. Revolving Lenders with respect to any such U.S. LC Disbursement.

(viii) Interim Interest. If a U.S. Issuing Bank shall make any U.S. LC Disbursement, then, unless the U.S. Operating Borrowers shall reimburse such U.S. LC Disbursement in full on the date such U.S. LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such U.S. LC Disbursement is made to but excluding the date that the U.S. Operating Borrowers reimburse such U.S. LC Disbursement, at the rate per annum then applicable to ABR U.S. Revolving Loans; provided that, if the U.S. Operating Borrowers fail to reimburse such U.S. LC Disbursement when due pursuant to paragraph (v) of this Section 2.06(a), then Section 2.13(g) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable U.S. Issuing Bank, except that interest accrued on and after the date of payment by any U.S. Revolving Lender pursuant to paragraph (v) of this Section 2.06(a) to reimburse such U.S. Issuing Bank shall be for the account of such U.S. Lender to the extent of such payment.

(ix) Replacement of a U.S. Issuing Bank. A U.S. Issuing Bank may be replaced at the written request of the Borrower Agent and without the consent of the Agent at any time by written agreement among the Borrower Agent, the replaced U.S. Issuing Bank and the successor U.S. Issuing Bank, and acknowledged by the Agent. The Agent shall notify the U.S. Revolving Lenders and the Tranche A Incremental Foreign Facility Revolving Lenders of any such replacement of a U.S. Issuing Bank. At the time any such replacement shall become effective, the U.S. Operating Borrowers shall pay all unpaid fees accrued for the account of the replaced U.S. Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor U.S. Issuing Bank shall have all the rights and obligations of the replaced U.S. Issuing Bank under this Agreement with respect to U.S. Letters of Credit to be issued thereafter and (ii) references herein to the term “U.S. Issuing Bank” shall be deemed to refer to such successor or to any previous U.S. Issuing Bank, or to such successor and all previous U.S. Issuing Banks, as the context shall require. After the replacement of a U.S. Issuing Bank hereunder, the replaced U.S. Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of a U.S. Issuing Bank under this Agreement with respect to U.S. Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional U.S. Letters of Credit.

(x) Cash Collateralization. If (A) any Event of Default shall occur and be continuing, (B) U.S. Excess Availability shall at any time be less than zero, (C) the Maturity Date shall occur or (D) if and to the extent required in accordance with the provisions of Section 2.28, on the Business Day that the Borrower Agent receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, U.S. Revolving Lenders with U.S. LC Exposure representing greater than 50% of the total U.S. LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, upon such demand, the U.S. Operating Borrowers shall deposit, in an account with the Agent, in the name of the Agent and for the benefit of the U.S. Revolving Lenders (the “U.S. LC Collateral Account”), an amount in cash equal to 103% of the U.S. LC Exposure as of such date; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (g) or (h) of Article VII; provided further that such deposit may be required at times and in the amounts specified in Section 2.11(b)(ii) and Section 2.11(c)(ii). Such deposit shall be held by the Agent as collateral for the payment and performance of the Secured Obligations in accordance with the provisions of this paragraph (x). The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and each U.S. Operating Borrower hereby grants the Agent a security interest in the U.S. LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the U.S. Operating Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the applicable U.S. Issuing Bank for U.S. LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the U.S. Operating Borrowers for the U.S. LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of U.S. Revolving Lenders with U.S. LC Exposure representing greater than 50% of the total U.S. LC Exposure), be applied to satisfy other Secured Obligations. If the U.S. Operating Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned promptly to the Borrower Agent but in no event later than three (3) Business Days after such Event of Default has been cured or waived.

If U.S. Operating Borrowers fail to provide any cash collateral as required by this Section 2.06(a)(x), the U.S. Lenders may (and, upon direction of the Agent, shall) advance, as U.S. Operating Loans, the amount of the cash collateral required (whether or not the Commitments have terminated, a U.S. Protective Advance or U.S. Overadvance exists or the conditions in Article IV are satisfied).

(b) Canadian Letters of Credit.

(i) General. Subject to the terms and conditions set forth herein, (i) each Canadian Issuing Bank agrees, in reliance upon the agreements of the other Canadian Revolving Lenders set forth in this Section 2.06(b), (A) from time to time on any Business Day during the period from the Effective Date to but not including the 5th Business Day, prior to the Maturity Date, upon the request of the Borrower Agent, to issue Canadian Letters of Credit denominated in Canadian Dollars only and issued on sight basis only for the account of the Canadian Borrower (or any other Canadian Subsidiary of the Canadian Borrower so long as the Canadian Borrower is a joint and several co-applicant, and references to the Canadian Borrower in this Section 2.06(b) shall be deemed to include reference to such Subsidiary) and to amend or renew Canadian Letters of Credit previously issued by it, in accordance with Section 2.06(b)(ii), and (B) to honor drafts under the Canadian Letters of Credit, and (ii) the Canadian Revolving Lenders severally agree to participate in the Canadian Letters of Credit issued pursuant to Section 2.06(b)(iv). Subject to the terms and conditions hereof, the Canadian Borrower’s ability to obtain Canadian Letters of Credit shall be fully revolving, and accordingly the Canadian Borrower may, during the foregoing period, obtain Canadian Letters of Credit to replace Canadian Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Canadian Letter of Credit (or the amendment, renewal or extension of an outstanding Canadian Letter of Credit), the Borrower Agent shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Canadian Issuing Bank) to the applicable Canadian Issuing Bank and the Agent, at least two (2) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Canadian Issuing Bank), a request to issue in the form of Exhibit E-2 attached hereto (each a “Canadian Letter of Credit Request”). To request an amendment, extension or renewal of a Canadian Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the applicable Canadian Issuing Bank (with a copy to the Agent) at least two (2) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the Canadian Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension must be accompanied by such other information as shall be necessary to issue, amend, renew or extend such Canadian Letter of Credit. If requested by the applicable Canadian Issuing Bank, the Borrower Agent also shall submit a Canadian Letter of Credit application on such Canadian Issuing Bank’s standard form in connection with any request for a Canadian Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Canadian Letter of Credit application or other agreement submitted by the Borrower Agent to, or entered into by the Borrower Agent or any Canadian Borrower with, the applicable Canadian Issuing Bank relating to any Canadian Letter of Credit, the terms and conditions of this Agreement shall control. A Canadian Letter of Credit shall be issued, amended, renewed or extended if (and on issuance, amendment, renewal or extension of each Canadian Letter of Credit the applicable Canadian Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal

or extension (i) the Canadian LC Exposure shall not exceed the Dollar Equivalent of $10,000,000 and (ii) the total Canadian Revolving Exposures shall not exceed the lesser of the total Canadian Commitments and the Canadian Borrowing Base, at such time. Promptly after the delivery of any Canadian Letter of Credit or any amendment to a Canadian Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Canadian Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such Canadian Letter of Credit or amendment. Promptly after receipt of such Canadian Letter of Credit or amendment, the Agent shall notify the Canadian Revolving Lenders, in writing, of such Canadian Letter of Credit or amendment, and if so requested by a Canadian Revolving Lender the Agent will provide such Canadian Revolving Lender with copies of such Canadian Letter of Credit or amendment. With respect to commercial Canadian Letters of Credit, each Canadian Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate total of commercial Canadian Letters of Credit for the previous calendar week.

(iii) Expiration Date. Each standby Canadian Letter of Credit shall expire not later than the earlier of (i) the date one year after the date of the issuance of such Canadian Letter of Credit and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided that any standby Canadian Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration (none of which, in any event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)). Each commercial Canadian Letter of Credit shall expire on the earlier of (i) 180 days after the date of the issuance of such Canadian Letter of Credit and (ii) the date that is thirty (30) days prior to the Maturity Date.

(iv) Participations. By the issuance of a Canadian Letter of Credit (or an amendment to a Canadian Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Canadian Issuing Bank or the Canadian Revolving Lenders, the applicable Canadian Issuing Bank hereby grants to each Canadian Revolving Lender, and each Canadian Revolving Lender hereby acquires from such Canadian Issuing Bank, a participation in such Canadian Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Canadian Letter of Credit. In consideration and in furtherance of the foregoing, each Canadian Revolving Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of the applicable Canadian Issuing Bank, such Lender’s Applicable Percentage of each Canadian LC Disbursement made by such Canadian Issuing Bank and not reimbursed by the Canadian Borrower on the date due as provided in paragraph (v) of this Section 2.06(b), or of any reimbursement payment required to be refunded to the Canadian Borrower for any reason. Each Canadian Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Canadian Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Canadian Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(v) Reimbursement. If the applicable Canadian Issuing Bank shall make any Canadian LC Disbursement in respect of a Canadian Letter of Credit, the Canadian Borrower shall reimburse such Canadian LC Disbursement by paying to the Agent an amount equal to such Canadian LC Disbursement not later than (i) 5:00 p.m. New York City time, on the same Business Day the Borrower Agent is presented with notice of such Canadian LC Disbursement under paragraph (vii) of this Section 2.06(b) if such notice is presented before 10:00 a.m. New York City time and (ii) 12:00 noon, New York

City time, on the Business Day immediately following the date the Borrower Agent is presented notice of such Canadian LC Disbursement under paragraph (vii) of this Section 2.06 if such notice is presented on or after 10:00 a.m. New York City time; provided that the Borrower Agent may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with a Canadian Prime Rate Revolving Borrowing or Canadian Swingline Loan in an equivalent amount and, to the extent so financed, the Canadian Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Canadian Prime Rate Revolving Borrowing or Swingline Loan. If the Canadian Borrower fails to make such payment when due, the Agent shall notify each Canadian Revolving Lender of the applicable Canadian LC Disbursement, the payment then due from the Canadian Borrower in respect thereof and such Canadian Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Canadian Revolving Lender shall pay to the Agent its Applicable Percentage of the payment then due from the Canadian Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Canadian Revolving Lenders), and the Agent shall promptly pay to the applicable Canadian Issuing Bank the amounts so received by it from the Canadian Revolving Lenders. Promptly following receipt by the Agent of any payment from the Canadian Borrower pursuant to this paragraph, the Agent shall distribute such payment to the applicable Canadian Issuing Bank or, to the extent that Canadian Revolving Lenders have made payments pursuant to this paragraph to reimburse such Canadian Issuing Bank, then to such Lenders and such Canadian Issuing Bank as their interests may appear.

(vi) Obligations Absolute. The Canadian Borrower’s obligation to reimburse Canadian LC Disbursements as provided in paragraph (v) of this Section 2.06(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Canadian Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Canadian Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Canadian Issuing Bank under a Canadian Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Canadian Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Canadian Borrower’s obligations hereunder. Neither the Agent, the Canadian Revolving Lenders nor any Canadian Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Canadian Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Canadian Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Canadian Issuing Bank; provided that the foregoing shall not be construed to excuse such Canadian Issuing Bank from liability to the Canadian Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Canadian Borrower to the extent permitted by Applicable Law) suffered by the Canadian Borrower that are caused by such Canadian Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Canadian Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an applicable Canadian

Issuing Bank (as finally determined by a court of competent jurisdiction), such Canadian Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Canadian Letter of Credit, the applicable Canadian Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Canadian Letter of Credit.

(vii) Disbursement Procedures. The applicable Canadian Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Canadian Letter of Credit. Such Canadian Issuing Bank shall promptly notify the Agent and the Borrower Agent by telephone (confirmed by facsimile) of such demand for payment and whether such Canadian Issuing Bank has made or will make a Canadian LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Canadian Borrower of its obligation to reimburse such Canadian Issuing Bank and the Canadian Revolving Lenders with respect to any such Canadian LC Disbursement.

(viii) Interim Interest. If a Canadian Issuing Bank shall make any Canadian LC Disbursement, then, unless the Canadian Borrower shall reimburse such Canadian LC Disbursement in full on the date such Canadian LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Canadian LC Disbursement is made to but excluding the date that the Canadian Borrower reimburses such Canadian LC Disbursement, at the rate per annum then applicable to Canadian Prime Rate Revolving Loans; provided that, if the Canadian Borrower fails to reimburse such Canadian LC Disbursement when due pursuant to paragraph (v) of this Section 2.06(b), then Section 2.13(g) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Canadian Issuing Bank, except that interest accrued on and after the date of payment by any Canadian Revolving Lender pursuant to paragraph (v) of this Section 2.06(b) to reimburse such Canadian Issuing Bank shall be for the account of such Lender to the extent of such payment.

(ix) Replacement of a Canadian Issuing Bank. A Canadian Issuing Bank may be replaced at the written request of the Borrower Agent and without the consent of the Agent at any time by written agreement among the Borrower Agent, the replaced Canadian Issuing Bank and the successor Canadian Issuing Bank, and acknowledged by the Agent. The Agent shall notify the Canadian Revolving Lenders of any such replacement of a Canadian Issuing Bank. At the time any such replacement shall become effective, the Canadian Borrower shall pay all unpaid fees accrued for the account of the replaced Canadian Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Canadian Issuing Bank shall have all the rights and obligations of the replaced Canadian Issuing Bank under this Agreement with respect to Canadian Letters of Credit to be issued thereafter and (ii) references herein to the term “Canadian Issuing Bank” shall be deemed to refer to such successor or to any previous Canadian Issuing Bank, or to such successor and all previous Canadian Issuing Banks, as the context shall require. After the replacement of a Canadian Issuing Bank hereunder, the replaced Canadian Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of a Canadian Issuing Bank under this Agreement with respect to Canadian Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Canadian Letters of Credit.

(x) Cash Collateralization. If (A) any Event of Default shall occur and be continuing, (B) Excess Availability shall at any time be less than zero, (C) the Maturity Date shall occur or (D) if and to the extent required in accordance with the provisions of Section 2.28, on the Business Day that the Borrower Agent receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Canadian Revolving Lenders with Canadian LC Exposure representing greater than 50% of the total Canadian LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, upon such demand, the Canadian Borrower shall deposit, in an account with the Agent, in the name of the Agent and for the benefit of the Canadian Revolving Lenders (the “Canadian LC Collateral Account”), an amount in cash equal to 103% of the Canadian LC Exposure as of such date; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Canadian Borrower described in clause (g) or (h) of Article VII; provided further that such deposit may be required at times and in the amounts specified in Section 2.11(b)(ii) and Section 2.11(c)(ii). Such deposit shall be held by the Agent as collateral for the payment and performance of the Canadian Obligations in accordance with the provisions of this paragraph (x). The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Canadian Borrower hereby grants the Agent a security interest in the Canadian LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Canadian Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the applicable Canadian Issuing Bank for Canadian LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Canadian Borrower for the Canadian LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Canadian Revolving Lenders with Canadian LC Exposure representing greater than 50% of the total Canadian LC Exposure), be applied to satisfy other Secured Obligations. If the Canadian Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned promptly to the Borrower Agent but in no event later than three (3) Business Days after such Event of Default has been cured or waived. If the Canadian Borrower fails to provide any cash collateral as required by this Section 2.06(b)(x), the Canadian Revolving Lenders may (and, upon direction of the Agent, shall) advance, as Canadian Revolving Loans, the amount of the cash collateral required (whether or not the Commitments have terminated, a Canadian Protective Advance or Canadian Overadvance exists or the conditions in Article IV are satisfied).

(i) General. Subject to the terms and conditions set forth herein, (i) the Tranche A Incremental Foreign Facility Issuing Bank agrees, in reliance upon the agreements of the Tranche A Incremental Foreign Facility Revolving Lenders set forth in this Section 2.06, (A) from time to time on any Business Day during the period from the Fourth Amendment Effective Date to but not including the 5th Business Day prior to the Maturity Date, if the Tranche A Incremental Foreign Facility Issuing Bank elects to do so in its sole and absolute discretion in response to any request of the Borrower Agent, to issue Tranche A Incremental Foreign Facility Letters of Credit denominated in Dollars or in one or more Alternative Currencies and issued on sight basis only for the account of any Foreign Subsidiary of the Company (other than the Canadian Loan Parties) approved by the Tranche A Incremental Foreign

Facility Issuing Bank with respect to Tranche A Incremental Foreign Facility Letters of Credit or any U.S. Operating Borrower solely for the benefit of any such Foreign Subsidiary (so long as with respect to any Tranche A Incremental Foreign Facility Letter of Credit issued for the account of any Foreign Subsidiary of the Company that is not a U.S. Loan Party, the Company is a joint and several co-applicant, and references to the Company or a “U.S. Operating Borrower” in this Section 2.06 shall be deemed to include reference to such Foreign Subsidiary) and, if it so elects in its sole and absolute discretion, to amend or renew Tranche A Incremental Foreign Facility Letters of Credit previously issued by it, in accordance with Section 2.06(c)(ii), and (B) if it elects to issue any Tranche A Incremental Foreign Facility Letter of Credit to honor drafts under each such Tranche A Incremental Foreign Facility Letter of Credit, and (ii) the Tranche A Incremental Foreign Facility Revolving Lenders severally agree to participate in the Tranche A Incremental Foreign Facility Letters of Credit issued pursuant to Section 2.06(c)(iv); provided, that the issuance of any Tranche A Incremental Foreign Facility Letter of Credit will be in the sole and absolute discretion of the Tranche A Incremental Foreign Facility Issuing Bank, and the Tranche A Incremental Foreign Facility Issuing Bank shall have no obligation to issue any Tranche A Incremental Foreign Facility Letter of Credit or amend or extend any previously issued Tranche A Incremental Foreign Facility Letter of Credit. Subject to the terms and conditions hereof, the U.S. Operating Borrowers’ ability to obtain Tranche A Incremental Foreign Facility Letters of Credit shall be fully revolving, and accordingly the U.S. Operating Borrowers may, during the foregoing period, obtain Tranche A Incremental Foreign Facility Letters of Credit to replace Tranche A Incremental Foreign Facility Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Tranche A Incremental Foreign Facility Letter of Credit (or the amendment, renewal or extension of an outstanding Tranche A Incremental Foreign Facility Letter of Credit), the Borrower Agent shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Tranche A Incremental Foreign Facility Issuing Bank) to the Tranche A Incremental Foreign Facility Issuing Bank and the Agent, at least two (2) Business Days, in advance of the requested date of issuance (or such shorter period as is acceptable to the Tranche A Incremental Foreign Facility Issuing Bank), a request to issue in the form of Exhibit E-3 attached as Exhibit B to the Fourth Amendment (each a “Tranche A Incremental Foreign Facility Letter of Credit Request”). To request an amendment, extension or renewal of a Tranche A Incremental Foreign Facility Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the Tranche A Incremental Foreign Facility Issuing Bank (with a copy to the Agent) at least two (2) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the Tranche A Incremental Foreign Facility Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension must be accompanied by such other information as shall be necessary to issue, amend, renew or extend such Tranche A Incremental Foreign Facility Letter of Credit. If requested by the Tranche A Incremental Foreign Facility Issuing Bank, the Borrower Agent also shall submit a Tranche A Incremental Foreign Facility Letter of Credit application on the Tranche A Incremental Foreign Facility Issuing Bank’s standard form in connection with any request for a Tranche A Incremental Foreign Facility Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Tranche A Incremental Foreign Facility Letter of Credit application or other agreement submitted by the Borrower Agent to, or entered into by the Borrower Agent or any Borrower with, the Tranche A Incremental Foreign Facility Issuing Bank relating to any Tranche A Incremental Foreign Facility Letter of Credit, the terms and conditions of this Agreement shall control. A Tranche A Incremental Foreign Facility

Letter of Credit shall be issued, amended, renewed or extended if (and on issuance, amendment, renewal or extension of each Tranche A Incremental Foreign Facility Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension the total Tranche A Incremental Foreign Facility Revolving Exposures shall not exceed the total Tranche A Incremental Foreign Facility Revolving Commitments at such time. Promptly after the delivery of any Tranche A Incremental Foreign Facility Letter of Credit or any amendment to a Tranche A Incremental Foreign Facility Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Tranche A Incremental Foreign Facility Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such Tranche A Incremental Foreign Facility Letter of Credit or amendment. Promptly after receipt of such Tranche A Incremental Foreign Facility Letter of Credit or amendment, the Agent shall notify the Tranche A Incremental Foreign Facility Revolving Lenders, in writing, of such Tranche A Incremental Foreign Facility Letter of Credit or amendment, and if so requested by a Tranche A Incremental Foreign Facility Revolving Lender the Agent will provide such Tranche A Incremental Foreign Facility Revolving Lender with copies of such Tranche A Incremental Foreign Facility Letter of Credit or amendment. With respect to commercial Tranche A Incremental Foreign Facility Letters of Credit, the Tranche A Incremental Foreign Facility Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate total of commercial Tranche A Incremental Foreign Facility Letters of Credit for the previous calendar week.

(iii) Expiration Date. Each standby Tranche A Incremental Foreign Facility Letter of Credit shall expire not later than the earlier of (i) the date one year after the date of the issuance of such Tranche A Incremental Foreign Facility Letter of Credit, (ii) the maturity date of the applicable Foreign Subsidiary’s credit obligations with respect to which such Tranche A Incremental Foreign Facility Letter of Credit was issued and (iii) the date that is five (5) Business Days prior to the Maturity Date; provided that any standby Tranche A Incremental Foreign Facility Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration (none of which, in any event, shall extend beyond the date referred to in clause (ii) or (iii) of this paragraph (c)(iii)).

(iv) Participations. By the issuance of a Tranche A Incremental Foreign Facility Letter of Credit (or an amendment to a Tranche A Incremental Foreign Facility Letter of Credit increasing the amount thereof) and without any further action on the part of the Tranche A Incremental Foreign Facility Issuing Bank or the Tranche A Incremental Foreign Facility Revolving Lenders, the Tranche A Incremental Foreign Facility Issuing Bank hereby grants to each Tranche A Incremental Foreign Facility Revolving Lender, and each Tranche A Incremental Foreign Facility Revolving Lender hereby acquires from the Tranche A Incremental Foreign Facility Issuing Bank, a participation in such Tranche A Incremental Foreign Facility Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Tranche A Incremental Foreign Facility Letter of Credit. In consideration and in furtherance of the foregoing, each Tranche A Incremental Foreign Facility Revolving Lender hereby absolutely and unconditionally agrees to pay to the Agent in Dollars, for the account of the Tranche A Incremental Foreign Facility Issuing Bank, such Tranche A Incremental Foreign Facility Revolving Lender’s Applicable Percentage of each Tranche A Incremental Foreign Facility LC Disbursement made by the Tranche A Incremental Foreign Facility Issuing Bank and not reimbursed by the U.S. Operating Borrowers on the date due as provided in paragraph (v) of this Section 2.06(c), or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Tranche A Incremental Foreign Facility Revolving Lender acknowledges and agrees that its obligation to acquire

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participations pursuant to this paragraph in respect of Tranche A Incremental Foreign Facility Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Tranche A Incremental Foreign Facility Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(v) Reimbursement. If the Tranche A Incremental Foreign Facility Issuing Bank shall make any Tranche A Incremental Foreign Facility LC Disbursement in respect of a Tranche A Incremental Foreign Facility Letter of Credit, the U.S. Operating Borrowers shall reimburse such Tranche A Incremental Foreign Facility LC Disbursement by paying to the Agent an amount equal to such Tranche A Incremental Foreign Facility LC Disbursement not later than (i) for a Tranche A Incremental Foreign Facility Letter of Credit to be reimbursed in Dollars, 5:00 p.m. New York City time, on the same Business Day the Borrower Agent is presented with notice of such Tranche A Incremental Foreign Facility LC Disbursement under paragraph (vii) of this Section 2.06(c) if such notice is presented before 10:00 a.m. New York City time, (ii) for a Tranche A Incremental Foreign Facility Letter of Credit to be reimbursed in Dollars, 12:00 noon, New York City time, on the Business Day immediately following the date the Borrower Agent is presented notice of such Tranche A Incremental Foreign Facility LC Disbursement under paragraph (vii) of this Section 2.06 if such notice is presented on or after 10:00 a.m. New York City time and (iii) for a Tranche A Incremental Foreign Facility Letter of Credit to be reimbursed in an Alternative Currency, the Applicable Time on the date of an payment by the Tranche A Incremental Foreign Facility Issuing Bank; provided that the Borrower Agent may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Tranche A Incremental Foreign Facility Revolving Borrowing in an equivalent amount and, to the extent so financed, the U.S. Operating Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Tranche A Incremental Foreign Facility Revolving Borrowing. In the case of a Tranche A Incremental Foreign Facility Letter of Credit denominated in an Alternative Currency, the U.S. Operating Borrowers shall reimburse the Tranche A Incremental Foreign Facility Issuing Bank in such Alternative Currency, unless (A) the Tranche A Incremental Foreign Facility Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Operating Borrowers shall have notified the Tranche A Incremental Foreign Facility Issuing Bank promptly following receipt of the notice of drawing that the U.S. Operating Borrowers will reimburse the Tranche A Incremental Foreign Facility Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Tranche A Incremental Foreign Facility Letter of Credit denominated in an Alternative Currency, the Tranche A Incremental Foreign Facility Issuing Bank shall notify the Borrower Agent of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If the U.S. Operating Borrowers fail to make such payment when due, the Agent shall notify each Tranche A Incremental Foreign Facility Revolving Lender of the applicable Tranche A Incremental Foreign Facility LC Disbursement (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Tranche A Incremental Foreign Facility Letter of Credit denominated in an Alternative Currency), the payment then due from the U.S. Operating Borrowers in respect thereof and such Tranche A Incremental Foreign Facility Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Tranche A Incremental Foreign Facility Revolving Lender shall pay to the Agent its Applicable Percentage of the payment then due from the U.S. Operating Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the

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payment obligations of the Tranche A Incremental Foreign Facility Revolving Lenders), and the Agent shall promptly pay to the Tranche A Incremental Foreign Facility Issuing Bank the amounts so received by it from the Tranche A Incremental Foreign Facility Revolving Lenders. Promptly following receipt by the Agent of any payment from the U.S. Operating Borrowers pursuant to this paragraph, the Agent shall distribute such payment in Dollars and in the same funds as those received by the Agent to the Tranche A Incremental Foreign Facility Issuing Bank or, to the extent that Tranche A Incremental Foreign Facility Revolving Lenders have made payments pursuant to this paragraph to reimburse the Tranche A Incremental Foreign Facility Issuing Bank, then to such Lenders and the Tranche A Incremental Foreign Facility Issuing Bank as their interests may appear.

(vi) Obligations Absolute. The U.S. Operating Borrowers’ obligation to reimburse Tranche A Incremental Foreign Facility LC Disbursements as provided in paragraph (v) of this Section 2.06(c) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Tranche A Incremental Foreign Facility Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Tranche A Incremental Foreign Facility Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Tranche A Incremental Foreign Facility Issuing Bank under a Tranche A Incremental Foreign Facility Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Tranche A Incremental Foreign Facility Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.06(c)(vi), constitute a legal or equitable discharge of, or provide a right of setoff against, any U.S. Operating Borrower’s obligations hereunder. Neither the Agent, the Tranche A Incremental Foreign Facility Revolving Lenders nor the Tranche A Incremental Foreign Facility Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Tranche A Incremental Foreign Facility Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Tranche A Incremental Foreign Facility Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Tranche A Incremental Foreign Facility Issuing Bank; provided that the foregoing shall not be construed to excuse the Tranche A Incremental Foreign Facility Issuing Bank from liability to the U.S. Operating Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each U.S. Operating Borrower to the extent permitted by Applicable Law) suffered by any U.S. Operating Borrower that are caused by the Tranche A Incremental Foreign Facility Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Tranche A Incremental Foreign Facility Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Tranche A Incremental Foreign Facility Issuing Bank (as finally determined by a court of competent jurisdiction), the Tranche A Incremental Foreign Facility Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Tranche A Incremental Foreign Facility Letter of Credit, the Tranche A Incremental Foreign Facility Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation,

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regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Tranche A Incremental Foreign Facility Letter of Credit.

(vii) Disbursement Procedures. The Tranche A Incremental Foreign Facility Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Tranche A Incremental Foreign Facility Letter of Credit. The Tranche A Incremental Foreign Facility Issuing Bank shall promptly notify the Agent and the Borrower Agent by telephone (confirmed by facsimile) of such demand for payment and whether the Tranche A Incremental Foreign Facility Issuing Bank has made or will make a Tranche A Incremental Foreign Facility LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the U.S. Borrowers of their obligation to reimburse the Tranche A Incremental Foreign Facility Issuing Bank and the Tranche A Incremental Foreign Facility Revolving Lenders with respect to any such Tranche A Incremental Foreign Facility LC Disbursement.

(viii) Interim Interest. If the Tranche A Incremental Foreign Facility Issuing Bank shall make any Tranche A Incremental Foreign Facility LC Disbursement, then, unless the U.S. Operating Borrowers shall reimburse such Tranche A Incremental Foreign Facility LC Disbursement in full on the date such Tranche A Incremental Foreign Facility LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Tranche A Incremental Foreign Facility LC Disbursement is made to but excluding the date that the U.S. Operating Borrowers reimburse such Tranche A Incremental Foreign Facility LC Disbursement, at the rate per annum then applicable to ABR Tranche A Incremental Foreign Facility Revolving Loans; provided that, if the U.S. Operating Borrowers fail to reimburse such Tranche A Incremental Foreign Facility LC Disbursement when due pursuant to paragraph (v) of this Section 2.06(c), then Section 2.13(g) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Tranche A Incremental Foreign Facility Issuing Bank, except that interest accrued on and after the date of payment by any Tranche A Incremental Foreign Facility Revolving Lender pursuant to paragraph (v) of this Section 2.06(c) to reimburse the Tranche A Incremental Foreign Facility Issuing Bank shall be for the account of such Tranche A Incremental Foreign Facility Revolving Lender to the extent of such payment.

(ix) Cash Collateralization. If (A) any Event of Default shall occur and be continuing, (B) the Maturity Date shall occur or (C) if and to the extent required in accordance with the provisions of Section 2.28, on the Business Day that the Borrower Agent receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Tranche A Incremental Foreign Facility Revolving Lenders with Tranche A Incremental Foreign Facility LC Exposure representing greater than 50% of the total Tranche A Incremental Foreign Facility LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, upon such demand, the U.S. Operating Borrowers shall deposit, in an account with the Agent, in the name of the Agent and for the benefit of the Tranche A Incremental Foreign Facility Revolving Lenders (the “Tranche A Incremental Foreign Facility LC Collateral Account”), an amount in cash equal to 103% of the Tranche A Incremental Foreign Facility LC Exposure as of such date; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (g) or (h) of Article VII. Such deposit shall be held by the Agent as collateral for the payment and performance of the Secured Obligations in accordance with the provisions of this paragraph (ix). The Agent shall have exclusive dominion and control, including the exclusive right of

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withdrawal, over such account and each U.S. Operating Borrower hereby grants the Agent a security interest in the Tranche A Incremental Foreign Facility LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the U.S. Operating Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Tranche A Incremental Foreign Facility Issuing Bank for Tranche A Incremental Foreign Facility LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the U.S. Operating Borrowers for the Tranche A Incremental Foreign Facility LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche A Incremental Foreign Facility Revolving Lenders with Tranche A Incremental Foreign Facility LC Exposure representing greater than 50% of the total Tranche A Incremental Foreign Facility LC Exposure), be applied to satisfy other Secured Obligations. If the U.S. Operating Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned promptly to the Borrower Agent but in no event later than three (3) Business Days after such Event of Default has been cured or waived. If U.S. Operating Borrowers fail to provide any cash collateral as required by this Section 2.06(c)(ix), the Tranche A Incremental Foreign Facility Revolving Lenders may (and, upon direction of the Agent, shall) advance, as Tranche A Incremental Foreign Facility Revolving Loans, the amount of the cash collateral required (whether or not the Commitments have terminated or the conditions in Article IV are satisfied).

Section 2.07 Funding of Borrowings. (a) Each Applicable Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Agent in an amount equal to such Applicable Lender’s Applicable Percentage; provided that, Swingline Loans shall be made as provided in Section 2.05. The Agent will make such Loans available to the Borrowers within the applicable Borrower Group by promptly transferring or crediting the amounts so received, in like funds, to the Funding Account or as otherwise directed by the Borrower Agent; provided that Floating Rate Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(a)(v), Section 2.06(b)(v) or Section 2.06(c)(v) shall be remitted by the Agent to the applicable Issuing Bank and (ii) a Protective Advance shall be retained by the Agent to be applied as contemplated by Section 2.04 (and the Agent shall, upon the request of the Borrower Agent, deliver to the Borrower Agent a reasonably detailed accounting of such application).

(b) Unless the Agent shall have received notice from an Applicable Lender prior to the proposed date of any Borrowing that such Applicable Lender will not make available to the Agent such Applicable Lender’s share of such Borrowing, the Agent may assume that such Applicable Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.07 and may, in reliance upon such assumption, make available to the Borrowers within the applicable Borrower Group a corresponding amount. In such event, if an Applicable Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the Borrowers within the applicable Borrower Group severally agree to pay to the Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrowers to but excluding the date of payment to the Agent, at (i) in the case of such Applicable Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation or (ii) in

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the case of the Borrowers within the applicable Borrower Group, the interest rate applicable to ABR Loans or Canadian Prime Rate Loans, as applicable. If such Applicable Lender pays such amount to the Agent, then such amount shall constitute such Applicable Lender’s Loan included in such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Agent or any Borrower or any Loan Party may have against any Lender as a result of any default by such Lender hereunder.

Section 2.08 Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBOR Rate Borrowing or a Canadian BA Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Agent may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBOR Rate Borrowing or a Canadian BA Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08. The Borrower Agent may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Applicable Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Borrowings or Protective Advances, which may not be converted or continued.

(b) To make an election pursuant to this Section 2.08, the Borrower Agent shall notify the Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Agent were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be confirmed promptly by hand delivery or facsimile to the Agent of a written Interest Election Request in a form approved by the Agent and signed by the Borrower Agent.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing, a LIBOR Rate Borrowing, a Canadian Prime Rate Borrowing or a Canadian BA Rate Borrowing; and

(iv) if the resulting Borrowing is a LIBOR Rate Borrowing or a Canadian BA Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a LIBOR Rate Borrowing or a Canadian BA Rate Borrowing but does not specify an Interest Period, then the Borrower Agent shall be deemed to have selected an Interest Period of one month’s duration.

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(d) Promptly following receipt of an Interest Election Request, the Agent shall advise each Applicable Lender of the details thereof and of such Applicable Lender’s portion of each resulting Borrowing.

(e) If the Borrower Agent fails to deliver a timely Interest Election Request with respect to a LIBOR Rate Borrowing or a Canadian BA Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing or a Canadian Prime Rate Borrowing, respectively. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Agent, at the request of the Required U.S. Lenders or the Required Canadian Lenders, as applicable, so notifies the Borrower Agent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing with respect to Revolving Loans may be converted to or continued as a LIBOR Rate Borrowing or a Canadian BA Rate Borrowing and (ii) unless repaid, each LIBOR Rate Borrowing and Canadian BA Rate Borrowing shall be converted to an ABR Borrowing or Canadian Prime Rate Borrowing, respectively, at the end of the then-current Interest Period applicable thereto.

Section 2.09 Termination and Reduction of Revolving Commitments.

(a) Termination Generally. Unless previously terminated, all Revolving Commitments shall terminate on the Maturity Date applicable to them and each Extension Series of Extended Revolving Credit Commitments shall terminate on the Maturity Date applicable to such Series.

(b) Termination of Revolving Commitments. Upon delivering the notice required by Section 2.09(i), the Borrower Agent may at any time terminate the Revolving Commitments, which termination shall terminate all U.S. Revolving Commitments, Canadian Revolving Commitments and Tranche A Incremental Foreign Facility Revolving Commitments, upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents.

(c) Termination of Canadian Revolving Commitments. Upon delivering the notice required by Section 2.09(i), the Borrower Agent may at any time terminate the Canadian Revolving Commitments, upon (i) the payment in full of all outstanding Canadian Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Canadian Letters of Credit (or alternatively, with respect to each such Canadian Letter of Credit, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the Canadian LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents.

(d) Reduction of U.S. Revolving Commitments. Upon delivering the notice required by Section 2.09(i), the Borrower Agent may from time to time reduce the U.S. Commitments; provided that (i) each reduction of the U.S. Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, (ii) the Borrower Agent shall not reduce the U.S.

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Commitments if, after giving effect to any concurrent prepayment of the U.S. Revolving Loans in accordance with Section 2.10, the sum of the U.S. Revolving Exposures would exceed the lesser of the total U.S. Commitments and the U.S. Borrowing Base, at such time, and (iii) any such reduction shall apply proportionately and permanently to reduce the U.S. Commitments of each of the U.S. Revolving Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended U.S. Revolving Commitments pursuant to Section 2.27, the U.S. Revolving Commitments of any one or more Lenders providing any such Extended U.S. Revolving Commitments on such date shall be reduced in an amount equal to the amount of U.S. Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any U.S. Revolving Loans made on such date, the U.S. Revolving Exposure of any such Lender does not exceed the lesser of the U.S. Revolving Commitment thereof and its Applicable Percentage of the U.S. Borrowing Base (such U.S. Revolving Exposure, U.S. Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such U.S. Lender’s Extended U.S. Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of U.S. Revolving Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any exchange pursuant to Section 2.27 of U.S. Revolving Commitments and U.S. Revolving Loans into Extended U.S. Revolving Commitments and Extended U.S. Revolving Loans, respectively, and prior to any reduction being made to the U.S. Revolving Commitment of any other Lender).

(e) Reduction of Canadian Revolving Commitments. Upon delivering the notice required by Section 2.09(i), the Borrower Agent may from time to time reduce the Canadian Commitments; provided that (i) each reduction of the Canadian Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, (ii) the Borrower Agent shall not reduce the Canadian Commitments if, after giving effect to any concurrent prepayment of the Canadian Revolving Loans in accordance with Section 2.10, the sum of the Canadian Revolving Exposures would exceed the lesser of the total Canadian Commitments and the Canadian Borrowing Base, at such time, and (iii) any such reduction shall apply proportionately and permanently to reduce the Canadian Commitments of each of the Canadian Revolving Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Canadian Revolving Commitments pursuant to Section 2.27, the Canadian Revolving Commitments of any one or more Lenders providing any such Extended Canadian Revolving Commitments on such date shall be reduced in an amount equal to the amount of Canadian Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Canadian Revolving Loans made on such date, the Canadian Revolving Exposure of any such Lender does not exceed the lesser of the Canadian Revolving Commitment thereof and its Applicable Percentage of the Canadian Borrowing Base (such Canadian Revolving Exposure, Canadian Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Canadian Lender’s Extended Canadian Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Canadian Revolving Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any exchange pursuant to Section 2.27 of Canadian Revolving Commitments and Canadian Revolving Loans into Extended Canadian Revolving Commitments and Extended Canadian Revolving Loans, respectively, and prior to any reduction being made to the Canadian Revolving Commitment of any other Lender).

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(f) Reduction of Tranche A Incremental Foreign Facility Revolving Commitments. Upon delivering the notice required by Section 2.09(i), the Borrower Agent may from time to time reduce the Tranche A Incremental Foreign Facility Revolving Commitments; provided that (i) each reduction of the Tranche A Incremental Foreign Facility Revolving Commitments s

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AMENDMENT NO. 4 TO CREDIT AGREEMENT