SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2019, among NCS MULTISTAGE HOLDINGS, INC. as Parent, PIONEER INTERMEDIATE, INC. as Intermediate Parent, PIONEER INVESTMENT, INC. as US Borrower, NCS MULTISTAGE INC. as Canadian Borrower,...

Exhibit 10.1

Execution Version

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 1, 2019,

among

NCS MULTISTAGE HOLDINGS, INC.
as Parent,

PIONEER INTERMEDIATE, INC.
as Intermediate Parent,

PIONEER INVESTMENT, INC.
as US Borrower,

NCS MULTISTAGE INC.
as Canadian Borrower,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as US Administrative Agent, Issuing Lender and Swing Line Lender,

XXXXX FARGO BANK, NATIONAL ASSOCIATION, CANADIAN BRANCH,
as Canadian Administrative Agent,

and

THE LENDERS PARTY HERETO FROM TIME TO TIME
as Lenders

US$75,000,000

Xxxxx Fargo Securities, LLC
as Sole Lead Arranger and Sole Bookrunner

JPMORGAN CHASE BANK, N.A.
as Syndication Agent

HSBC BANK CANADA
as Documentation Agent


ARTICLE 1		DEFINITIONS AND ACCOUNTING TERMS		1

	Section 1.1.		Certain Defined Terms	1
	Section 1.2.		Computation of Time Periods	43
	Section 1.3.		Accounting Terms; Changes in GAAP	43
	Section 1.4.		Classes and Types of Advances	43
	Section 1.5.		Miscellaneous	43
	Section 1.6.		Foreign Currency	44
	Section 1.7.		Pro Forma Calculations	45
	Section 1.8.		Non‑Business Day Payments and Performance	46
	Section 1.9.		Several Obligations of Borrowers	46
	Section 1.10.		Divisions	46

ARTICLE 2		CREDIT FACILITIES		46

	Section 2.1.		US and Canadian Commitments	46
	Section 2.2.		Letters of Credit	48
	Section 2.3.		Swing Line Advances	55
	Section 2.4.		Advances	58
	Section 2.5.		Prepayments	63
	Section 2.6.		Repayment	65
	Section 2.7.		Fees	65
	Section 2.8.		Interest	66
	Section 2.9.		Illegality	68
	Section 2.10.		Breakage Costs	68
	Section 2.11.		Increased Costs	69
	Section 2.12.		Payments and Computations	70
	Section 2.13.		Taxes	73
	Section 2.14.		Replacement of Lenders	77
	Section 2.15.		Defaulting Lenders	78
	Section 2.16.		Cash Collateral	80
	Section 2.17.		Increase in Commitments	81
	Section 2.18.		Bankers’ Acceptances	84

ARTICLE 3		CONDITIONS		86

	Section 3.1.		Conditions Precedent to the Effectiveness of this Agreement	86
	Section 3.2.		Conditions Precedent to Each Borrowing and to Each Issuance, Extension or Renewal of a Letter of Credit	88
	Section 3.3.		Determinations under Sections 3.1 and 3.2	89

ARTICLE 4		REPRESENTATIONS AND WARRANTIES		89

	Section 4.1.		Organization	90
	Section 4.2.		Authorization	90
	Section 4.3.		Enforceability	90
	Section 4.4.		Financial Condition	90

	Section 4.5.		Ownership and Liens; Real Property	91
	Section 4.6.		True and Complete Disclosure	91
	Section 4.7.		Litigation	91
	Section 4.8.		Compliance with Agreements	91
	Section 4.9.		Pension Plans	92
	Section 4.10.		Environmental Condition	92
	Section 4.11.		Subsidiaries	93
	Section 4.12.		Investment Company Act	93
	Section 4.13.		Taxes	93
	Section 4.14.		Permits, Licenses, etc	93
	Section 4.15.		Regulations T, U and X	93
	Section 4.16.		Insurance	94
	Section 4.17.		Security Interest	94
	Section 4.18.		Solvency	94
	Section 4.19.		OFAC; Anti-Terrorism	94

ARTICLE 5		AFFIRMATIVE COVENANTS		94

	Section 5.1.		Organization	94
	Section 5.2.		Reporting	95
	Section 5.3.		Insurance	99
	Section 5.4.		Compliance with Laws	101
	Section 5.5.		Taxes	101
	Section 5.6.		New Subsidiaries; Security	101
	Section 5.7.		Deposit Accounts/Securities/Commodities Accounts	103
	Section 5.8.		Records; Inspection	103
	Section 5.9.		Maintenance of Property	103
	Section 5.10.		Further Assurances	103
	Section 5.11.		Designations with Respect to Subsidiaries; Unrestricted Subsidiaries	104
	Section 5.12.		Use of Proceeds; Use of Letters of Credit	105
	Section 5.15.		Appraisals; Field Exams	105

ARTICLE 6		NEGATIVE COVENANTS		107

	Section 6.1.		Debt	107
	Section 6.2.		Liens	109
	Section 6.3.		Investments	111
	Section 6.4.		Acquisitions	113
	Section 6.5.		Agreements Restricting Liens	114
	Section 6.6.		Corporate Actions; Organizational Documents; Fiscal Year	115
	Section 6.7.		Disposition of Assets	116
	Section 6.8.		Restricted Payments	118
	Section 6.9.		Affiliate Transactions	118
	Section 6.10.		Line of Business	119
	Section 6.11.		Sale and Leaseback Transactions	119
	Section 6.12.		Operating Leases	119
	Section 6.13.		Limitation on Hedging	119
	Section 6.14.		Landlord Agreements	119
	Section 6.15.		Reserved	120
	Section 6.16.		Financial Covenants	120
	Section 6.17.		Capital Expenditures	121

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	Section 6.18.		Prepayment of Certain Debt and Other Obligations	121

ARTICLE 7		DEFAULT AND REMEDIES		121

	Section 7.1.		Events of Default	121
	Section 7.2.		Optional Acceleration of Maturity	123
	Section 7.3.		Automatic Acceleration of Maturity	124
	Section 7.4.		Set-off	124
	Section 7.5.		Remedies Cumulative, No Waiver	125
	Section 7.6.		Application of Payments	125
	Section 7.7.		Equity Right to Cure	127
	Section 7.8.		Currency Conversion After Maturity	128

ARTICLE 8		THE ADMINISTRATIVE AGENTS		128

	Section 8.1.		Appointment, Powers, and Immunities	128
	Section 8.2.		Reliance by Administrative Agent	130
	Section 8.3.		Delegation of Duties	130
	Section 8.4.		Indemnification	131
	Section 8.5.		Non-Reliance on Administrative Agent and Other Lenders	132
	Section 8.6.		Resignation of Administrative Agent, Issuing Lender or Swing Line Lender	132
	Section 8.7.		Collateral Matters	134
	Section 8.8.		No Other Duties, Etc	135
	Section 8.10.		Credit Bidding	135
	Section 8.11.		Certain ERISA Matters	136

ARTICLE 9		MISCELLANEOUS		137

	Section 9.1.		Costs and Expenses	137
	Section 9.2.		Indemnification; Waiver of Damages	138
	Section 9.3.		Waivers and Amendments	140
	Section 9.4.		Severability	142
	Section 9.5.		Survival of Representations and Obligations	142
	Section 9.6.		Binding Effect	142
	Section 9.7.		Lender Assignments and Participations	142
	Section 9.8.		Confidentiality	147
	Section 9.9.		Notices, Etc	148
	Section 9.10.		Usury Not Intended	149
	Section 9.11.		Usury Recapture	150
	Section 9.12.		Payments Set Aside	150
	Section 9.13.		Governing Law	151
	Section 9.14.		Submission to Jurisdiction; Waiver of Venue; Appointment of Agent for Service of Process	151
	Section 9.15.		Execution in Counterparts	152
	Section 9.16.		Electronic Execution of Assignments	152
	Section 9.17.		Waiver of Jury	152
	Section 9.18.		USA Patriot Act and Beneficial Ownership Regulation	152
	Section 9.19.		Conflicts with Other Credit Documents	152
	Section 9.20.		Judgment Currency	153
	Section 9.21.		Subordination Agreements	153

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	Section 9.22.		Confirmation of Flood Policies and Procedures	153
	Section 9.23.		Keepwell	153
	Section 9.24.		No Fiduciary Duty	154
	Section 9.25.		Cashless Settlement	154
	Section 9.26.		Amendment and Restatement	154
	Section 9.27.		Acknowledgement and Consent to Bail-In of EEA Financial Institutions	154
	Section 9.28.		Integration	155


EXHIBITS:

Exhibit A		– Form of Assignment and Acceptance
Exhibit B		– Form of Compliance Certificate
Exhibit C		– Form of Guaranty Agreement
Exhibit D-1		– Form of US Note
Exhibit D-2		– Form of Canadian Note
Exhibit D-3		– Form of Swing Line Note
Exhibit E-1		– Form of Notice of US Borrowing
Exhibit E-2		– Form of Notice of Canadian Borrowing
Exhibit F		– Form of Notice of Continuation or Conversion
Exhibit G		– Form of Notice of Optional Payment
Exhibit H-1		– Form of US Pledge and Security Agreement
Exhibit H-2		– Form of Canadian Security Agreement
Exhibit I-1-I-4		– Forms of US Tax Compliance Certificates
Exhibit J		– Form of Solvency Certificate
Exhibit K		– Form of Asset Coverage Certificate

SCHEDULES:

Schedule I		– Pricing Schedule
Schedule II		– Commitments
Schedule III		– Contact Information
Schedule 1.1(a)		– Disqualified Institutions
Schedule 1.1(b)		– Existing Letters of Credit
Schedule 4.1		– Organizational Information
Schedule 4.5		– Owned and Leased Real Properties
Schedule 4.11		– Subsidiaries
Schedule 5.6		– Additional Conditions and Requirements for New Subsidiaries
Schedule 6.1		– Existing Permitted Debt
Schedule 6.2		– Existing Permitted Liens
Schedule 6.12		– Existing Operating Leases
Schedule 6.19		– Subordination Terms

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Second Amended and Restated Credit Agreement dated as of May 1, 2019 (the “Agreement”) is among (a) Pioneer Investment, Inc., a Delaware corporation (“US Borrower”), (b) NCS Multistage Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada (the “Canadian Borrower”; and together with the US Borrower, collectively, the “Borrowers”), (c) NCS Multistage Holdings, Inc., a Delaware corporation (the “Parent”) (d) Pioneer Intermediate, Inc., a Delaware corporation (“Intermediate Parent” and together with the Parent, collectively, the “Parent Guarantors”), (e) the Lenders (as defined below), (f) Xxxxx Fargo Bank, National Association, as Swing Line Lender (as defined below), the Issuing Lender (as defined below), and as the US Administrative Agent (as defined below) for the Lenders, and (g) Xxxxx Fargo Bank, National Association, Canadian Branch, as the Canadian Administrative Agent (as defined below) for the Lenders.

RECITALS

The Borrowers, the Parent Guarantors, the Swing Line Lender, the Issuing Lender, the Lenders, and the Administrative Agents (as defined below) have previously executed and delivered that certain Amended and Restated Credit Agreement, dated as of May 4, 2017 (as heretofore amended or otherwise modified, the “Existing Credit Agreement”).

The parties to the Existing Credit Agreement desire, through the execution of this Agreement, to amend and restate the Existing Credit Agreement so that it shall hereafter read in its entirety as hereinafter set forth.

It is the intention of the parties hereto that this Agreement is an amendment and restatement of the Existing Credit Agreement, not a novation of the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree that (i) the Existing Credit Agreement is amended and restated (but not novated) in its entirety as set forth herein and (ii) further agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

Section 1.1. Certain Defined Terms. The following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acceptable Security Interest” means a security interest which (a) exists in favor of the applicable Administrative Agent for its benefit and the ratable benefit of the Secured Parties or the Canadian Secured Parties, as applicable, (b) is superior to all other security interests (other than as to Excluded Perfection Collateral and other than Permitted Liens; provided that no intention to expressly subordinate the Lien of the Administrative Agents and the Secured Parties pursuant to the Security Documents is to be implied or expressed by the permitted existence of such Permitted Liens), (c) secures the Secured Obligations or the Canadian Secured Obligations, as applicable, (d) is enforceable against the Credit Party which created such security interest and (e) except as to Excluded Perfection Collateral, is perfected.

“Acceptance Fee” means a fee payable in Canadian Dollars by the Canadian Borrower to the Canadian Administrative Agent for the account of the Canadian Facility Lenders with respect to the acceptance of a B/A or the making of a B/A Equivalent Advance on the date of such acceptance or loan, calculated on the face amount of the B/A or the B/A Equivalent Advance at the rate per annum applicable on such date as set forth in the row labeled “Eurocurrency/BA Advance” in Schedule I on the basis of the number of days in the applicable Contract Period (including the date of acceptance and excluding the date of maturity) and a year of 365 days (it being agreed that the rate per annum applicable to any B/A Equivalent Advance is equivalent to the rate per annum otherwise applicable to the discount relating to the Bankers’ Acceptance which has been replaced by the making of such B/A Equivalent Advance pursuant to Section 2.18).

“Account Control Agreement” shall mean, as to any deposit account, securities account or commodities account of any Credit Party held with any bank, securities intermediary or commodities intermediary, as applicable, an agreement or agreements in form and substance reasonably acceptable to the applicable Administrative Agent, among the Credit Party owning such account, the applicable Administrative Agent and such other bank, securities intermediary or commodities intermediary, as applicable, governing such account.

“Account Debtor” shall mean an account debtor as defined in the Uniform Commercial Code, as in effect in the State of New York.

“Acquisition” means the purchase by any Restricted Entity of (a) any business, division or enterprise, including the purchase of associated assets or operations of such business, division, or enterprise of a Person, but for the avoidance of doubt, excludes purchases of equipment with no other tangible or intangible property associated with such equipment purchase unless such purchase of equipment involves all or substantially all the assets of the seller, (b) a majority of the Equity Interests of any Person, or (c) any Equity Interests in any Subsidiary which serves to increase the Parent’s or any Subsidiary’s respective equity ownership therein.

“Additional Lender” has the meaning set forth in Section 2.17(a).

“Adjusted Base Rate” means, for any day and for purposes of the US Advances, the fluctuating rate per annum of interest equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, (c) a rate determined by the US Administrative Agent to be the Daily One-Month LIBOR plus 1.00%, and (d) 0.00%. Any change in the Adjusted Base Rate due to a change in the Prime Rate, Daily One-Month LIBOR or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate, Daily One-Month LIBOR or the Federal Funds Rate.

“Administrative Agents” means, collectively, the US Administrative Agent and the Canadian Administrative Agent.

“Adjusted EBITDA” means as of each fiscal quarter end, consolidated EBITDA for the four-fiscal quarter period then ended.

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

“Advance” means a US Advance or a Canadian Advance.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person or any Subsidiary of such Person.

“Agent’s Exchange Rate” for a currency means the rate determined by the US Administrative Agent to be the rate quoted by the US Administrative Agent as the spot rate for the purchase by the US Administrative Agent of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the US Administrative Agent may obtain such spot rate from another financial institution designated by the US Administrative Agent if the US Administrative Agent does not have as of the date of determination a spot buying rate for any such currency; and provided further that, as to Letters of Credit, the US Administrative Agent may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in a Foreign Currency, and any determination shall be presumed correct absent manifest error.

“Agreement” means this Credit Agreement among the Borrowers, the Lenders, the Issuing Lender, the Swing Line Lender and the Administrative Agents.

“Agreement Currency” has the meaning set forth in Section 9.20.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, at any time with respect to each Type of Advance, the Letters of Credit and the Commitment Fees, the percentage rate per annum which is applicable at such time with respect to such Advance, Letter of Credit or Commitment Fee as set forth in Schedule I and subject to further adjustments as set forth in Section 2.8(e).

“Applicable Period” has the meaning set forth in Section 2.8(e).

“Applicable Pro Rata Share” means, for any Lender, (a) with respect to any US Commitment, US Advance (including Swing Line Advance) or Letter of Credit Exposure, such Lender’s US Pro Rata Share and (b) with respect to any Canadian Commitment or Canadian Advance, such Lender’s Canadian Pro Rata Share.

“ASC 842” means Financial Accounting Standards Board Accounting Standards Codification 842.

“Asset Coverage Certificate” means a certificate executed by any chief financial officer, chief accounting officer, treasurer, controller or similar financial officer of the US Borrower and who is authorized to bind the US Borrower, on behalf of the Borrowers, in substantially the same form as Exhibit K.

“Asset Sale” means (a) any sale, transfer, or other Disposition of any Property, by any Restricted Entity to any Person other than a Credit Party and (b) any issuance or sale of any Equity Interests of any Subsidiary of a Restricted Entity to any Person other than a Credit Party.

“Assignment and Acceptance” means an assignment and acceptance executed by a Lender and an Eligible Assignee and accepted by the applicable Administrative Agent, in substantially the same form as Exhibit A.

“AutoBorrow Agreement” means any agreement providing for automatic borrowing services between the US Borrower and the Swing Line Lender.

“Available Cash Balance” means, at any time, an amount equal to (a) the aggregate amount of cash and cash equivalents held or owned by (whether directly or indirectly) or credited to the account of, the Parent and its consolidated Restricted Subsidiaries minus (b) without duplication, the sum of (i) checks issued, wires initiated or ACH transfers initiated on such accounts, in any case, to non-affiliate third parties or to Affiliates on account of transactions not prohibited under this Agreement, plus (ii) cash and cash equivalents held in deposit accounts designated solely for payroll or employee benefits.

“B/A Advance” means a B/A accepted and purchased by a Canadian Facility Lender pursuant to Section 2.18 or a B/A Equivalent Advance made by a Canadian Facility Lender pursuant to Section 2.18. For greater certainty, all provisions of this Agreement that are applicable to Bankers’ Acceptances are also applicable, mutatis mutandis, to B/A Equivalent Advances.

“B/A Borrowing” means a Borrowing comprised of one or more Bankers’ Acceptances or, as applicable, B/A Equivalent Advances, as to which a single Contract Period is in effect.

“B/A Equivalent Advance” shall have the meaning assigned to such term in Section 2.18(h).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankers’ Acceptance” and “B/A” means a non-interest bearing xxxx of exchange denominated in Canadian Dollars, drawn by the Canadian Borrower, and accepted by a Canadian Facility Lender in accordance with this Agreement, and shall include a depository xxxx within the meaning of the Depository Bills and Notes Act (Canada) and a xxxx of exchange within the meaning of the Bills of Exchange Act (Canada).

“Banking Services” means each and any of the following bank services provided to any Credit Party by any Banking Services Provider: (a) commercial credit cards, (b) stored value cards and (c) other cash and treasury management services (including, without limitation, controlled disbursement, purchase card arrangements, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Obligations” means any and all obligations of any Credit Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Provider” means any Lender (other than a Defaulting Lender) or Affiliate of a Lender (other than a Defaulting Lender) that provides Banking Services to any Credit Party.

“Base Rate Advance” means an Advance which bears interest based upon the Adjusted Base Rate, the Canadian (Cdn) Base Rate or the Canadian (US) Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrowers” has the meaning set forth in the preamble of this Agreement.

“Borrowing” means a B/A Borrowing, US Revolving Borrowing, a Canadian Revolving Borrowing or a Swing Line Borrowing.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Legal Requirements of, or are in fact closed in, the city or state where the US Administrative Agent’s office with respect to Advances denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Advance, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means any such day (i) on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market, and (ii) on which banks are not required or authorized by law to close in Toronto, Canada;

(b) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Canadian Dollars, means any such day on which dealings in deposits in Canadian Dollars are conducted by and between banks in Xxxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxxx or other applicable offshore interbank market for Canadian Dollars;

(c) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Euros, means any such day (i) on which dealings in deposits in Euros are conducted by and between banks in London, England, or other applicable offshore interbank market for Euros, and (ii) on which banks are not required or authorized by law to close in Toronto, Canada; and

(d) if such day also relates to any other fundings, disbursements, settlements and payments under the Canadian Facility, means any such day on which banks are not required or authorized by law to close in Calgary, Canada or Toronto, Canada.

“Canadian Administrative Agent” means Xxxxx Fargo Bank, National Association, Canadian Branch.

“Canadian Advance” means an advance denominated in a Designated Currency as a part of a Canadian Borrowing and refers to either a Canadian (US) Base Rate Advance, a Canadian (Cdn) Base Rate Advance, a Eurocurrency Advance, or a B/A accepted and purchased by a Canadian Facility Lender pursuant to Section 2.18 and B/A Equivalent Advances made by a Lender pursuant to Section 2.18.

“Canadian Anti-Terrorism and Economic Sanctions Laws” means the anti-terrorist provisions of the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the United Nations Suppression of Terrorism Regulations, the Anti-terrorism Act (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Export and Import Permits Act (Canada), the Corruption of Foreign Public Officials Act (Canada), and all regulations and orders made thereunder, and all other laws, regulations, executive orders, and other official government pronouncement or actions relating to economic sanctions (that establishes economic sanctions) or terrorism or money laundering administered or enforced in Canada or any Province thereof.

“Canadian Asset Coverage Ratio” means, as of any date of determination, (a) the sum of (i) 80% of the Eligible Canadian Receivables and (ii) 50% of the Eligible Canadian Inventory to (b) the Canadian Outstandings on such date of determination.

“Canadian Benefit Plans” means all employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by the Canadian Borrower or any other Restricted Subsidiary of the Parent organized under the laws of Canada or any province in Canada, in each case covering employees in Canada.

“Canadian Borrowing” means a B/A Borrowing or a Canadian Revolving Borrowing.

“Canadian (Cdn) Base Rate” means, on any day, the rate per annum equal to the greater of (a) the annual rate of interest announced from time to time by Royal Bank of Canada as its prime rate in effect at its principal office in Toronto on such day for determining interest rates on Canadian Dollar denominated commercial loans made in Canada; and (b) the annual rate of interest equal to the sum of (i) the CDOR Rate in effect on such day and (ii) 1.00%.

“Canadian (Cdn) Base Rate Advance” means a Canadian Advance in Canadian Dollars that bears interest as provided in the definition of Canadian (Cdn) Base Rate.

"Canadian Collateral" means all "Collateral" or "Mortgaged Property" or similar terms used in the Canadian Security Documents and Mortgages pertaining to Canadian real property, as applicable. The Canadian Collateral shall not include any Excluded Properties (Canada).

“Canadian Commitment” means, for each Canadian Facility Lender, the obligation of such Canadian Facility Lender to advance to the Canadian Borrower the amount set forth opposite such Canadian Facility Lender’s name on Schedule II as its Canadian Commitment, or if such Canadian Facility Lender has entered into any Assignment and Acceptance, set forth for such Canadian Facility Lender as its Canadian Commitment in the Register, as such amount may be reduced pursuant to Section 2.1(c)(i) or (d) or increased pursuant to Section 2.17; provided that, after the Maturity Date, the Canadian Commitment for each Canadian Facility Lender shall be zero. The aggregate amount of all Canadian Commitments on the Closing Date is $25,000,000.00.

“Canadian Credit Party” means the Canadian Borrower and the Canadian Guarantors.

“Canadian Dollars” and “C$” means the lawful money of Canada.

“Canadian Facility” means the revolving credit facility described in Section 2.1(b).

“Canadian Facility Lenders” means Lenders having a Canadian Commitment or if such Canadian Commitments have been terminated, Lenders that are owed Canadian Advances.

“Canadian Guarantors” means any Canadian Subsidiary that now or hereafter execute the Guaranty or a joinder or supplement thereto.

“Canadian Majority Lenders” means (a) at any time when there are more than two Canadian Facility Lenders, two or more Canadian Facility Lenders holding greater than 50% of the sum of the unutilized Canadian Commitments plus the Canadian Outstandings, and (b) at any time when there are one or two Canadian Facility Lenders, all Canadian Facility Lenders; provided that, in any event, (i) the Canadian Commitment of, and the portion of the Advances held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Canadian Majority Lenders unless all Canadian Facility Lenders are Defaulting Lenders, and (ii) the aggregate Maximum Exposure Amount of any Lender and its Affiliates shall be treated as the Maximum Exposure Amount of one Lender for purposes of this definition.

“Canadian Note” means a promissory note made by the Canadian Borrower payable to a Canadian Facility Lender in the amount of such Canadian Facility Lender’s Canadian Commitment, in substantially the same form as Exhibit D-2.

“Canadian Outstandings” means, as of any date of determination, the Dollar Equivalent of the aggregate outstanding amount of all Canadian Advances.

“Canadian Pension Plans” means each plan that is considered to be a pension plan for the purposes of any applicable pension benefits standards statute and/or regulation in Canada established, maintained or contributed to by the Canadian Borrower or any other Restricted Subsidiary of the Parent organized under the laws of Canada or any province of Canada for its employees or former employees.

“Canadian Pro Rata Share” means, at any time with respect to any Canadian Facility Lender, (i) ratio (expressed as a percentage) of such Lender’s aggregate outstanding Canadian Advances plus any unfunded Canadian Commitments at such time to the total aggregate outstanding Canadian Advances and unfunded Canadian Commitments at such time, or (ii) if no Canadian Advances and no Canadian Commitments are then outstanding, then “Canadian Pro Rata Share” shall mean the “Canadian Pro Rata Share” most recently in effect, after giving pro forma effect to any Assignment and Acceptances.

“Canadian Reference Bank” means Royal Bank of Canada, or its successors and assigns, or such other Schedule I Bank as agreed to from time to time by the Canadian Borrower and the Canadian Administrative Agent.

“Canadian Replacement Rate” has the meaning set forth in Section 2.4(c)(xv).

“Canadian Revolving Borrowing” means a borrowing consisting of simultaneous Canadian Advances of the same Type made by the Canadian Facility Lenders pursuant to Section 2.1.

“Canadian Secured Obligations” means the Secured Obligations owing by the Canadian Borrower or any Canadian Guarantor.

“Canadian Secured Parties” means the Canadian Administrative Agent, the Canadian Facility Lenders, and the Banking Services Providers and Swap Counterparties who are owed any Canadian Secured Obligations.

“Canadian Security Agreement” means the security agreement among the Canadian Credit Parties and the Canadian Administrative Agent in substantially the same form as Exhibit H-2.

“Canadian Security Documents” means the Canadian Security Agreement, and each other Security Document to which any Canadian Credit Party is a party and that purports to xxxxx x Xxxx in the assets of any such Person in favor of the Canadian Administrative Agent for the benefit of the Canadian Secured Parties.

“Canadian Subsidiary” means any Subsidiary of the Parent organized under the federal laws of Canada or any province or territory thereof.

“Canadian (US) Base Rate” means the greatest of (a) the rate that Royal Bank of Canada will charge to customers of varying degrees of creditworthiness in Canada for US Dollar demand loans in Canada; (b) the rate of interest per annum for such day or, if such day is not a Business Day, on the immediately preceding Business Day, equal to the sum of the Federal Funds Rate (expressed for such purpose as a yearly rate per annum in accordance with Section 5.4), plus 1.00% per annum; and (c) Daily One-Month LIBOR plus 1.00% per annum.

“Canadian (US) Base Rate Advance” means a Canadian Advance in Dollars that bears interest as provided in the definition of Canadian (US) Base Rate.

“Capital Expenditure Amount” means (a) for the fiscal year ending December 31, 2019, $20,000,000 and (b) for each fiscal year thereafter the sum of (i) $20,000,000 plus (ii) 100% of the unutilized portion of the Capital Expenditure Amount from the immediately preceding fiscal year; provided that (x) any utilization of the Capital Expenditure Amount shall be applied first to reduce the carry-over component in clause (b)(ii) above before being applied to reduce the components in clause (b)(i) above, and (y) the unutilized portion of the Capital Expenditure Amount may be carried forward only to the immediately following fiscal year.

“Capital Expenditures” for any Person and period of its determination means, without duplication, the aggregate of all expenditures and costs (whether paid in cash or accrued as liabilities during that period and including that portion of payments under Capital Leases that are capitalized on the balance sheet of such Person) of such Person during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, or equipment or similar fixed asset accounts reflected in the balance sheet of such Person.

“Capital Leases” means, for any Person, any lease of any Property by such Person as lessee which would, in accordance with GAAP, be required to be classified and accounted for as a finance lease on the balance sheet of such Person; provided that leases that would have been classified as operating leases under GAAP as in effect on December 31, 2017, shall continue to be so classified hereunder notwithstanding any changes in GAAP (including the implementation of ASC 842) that would require such operating leases to be capitalized.

“Cash Collateral Account” means a special cash collateral account pledged to the US Administrative Agent containing cash deposited pursuant to the terms hereof to be maintained with the US Administrative Agent in accordance with Section 2.2(h).

“Cash Collateralize” means, to pledge and deposit with or deliver to the US Administrative Agent, for the benefit of the Issuing Lender, the Swing Line Lender or one or more of the Secured Parties, as collateral for Letter of Credit Obligations, Obligations with respect to Swing Line Advances or obligations of Lenders to fund participations in respect of Letter of Credit Obligations or Swing Line Advances, cash or deposit account balances or, if the US Administrative Agent, Swing Line Lender and the Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the US Administrative Agent. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Casualty Event” means the damage, destruction or condemnation, including by process of eminent domain or any transfer or disposition of property in lieu of condemnation, as the case may be, of property of any Person.

“CDOR Rate” means, for each day in any period, the annual rate of interest that is the rate based on an average rate applicable to Canadian Dollar bankers’ acceptances for a term equal to the term of the relevant Interest Period (or the relevant Contract Period for purposes of B/A Advances, or for a term of 30 days for purposes of determining the Canadian (Cdn) Base Rate) appearing on the Reuters Monitor Screen Page CDOR at approximately 10:00 a.m. (Toronto, Ontario time), on such date, or if such date is not a Business Day, on the immediately preceding Business Day; provided that if such rate does not appear on the Reuters Monitor Screen Page CDOR as contemplated, then the CDOR Rate on such date shall be (a) for B/A Advances, the arithmetic average of the Discount Rate quoted by each Schedule I Bank (determined by the Canadian Administrative Agent as of 10:00 a.m. (Toronto, Ontario time) on such date) and (b) for all other purposes, the rate quoted by the Canadian Reference Bank as its annual discount rate (determined by the applicable Administrative Agent as of 10:00 a.m. (Toronto, Ontario time) on such date), in each case that would be applicable to Canadian Dollar bankers’ acceptances for the relevant period quoted by such bank as of 10:00 a.m. (Toronto, Ontario time) on such date or, if such date is not a Business Day, on the immediately preceding Business Day. No adjustment shall be made to account for the difference between the number of days in a year on which the rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in this Agreement. Notwithstanding the foregoing, if the CDOR Rate at any determination shall be less than zero, such rate shall be deemed to be zero for purposes of such determination under this Agreement.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, applicable state and local analogs, and all rules and regulations and requirements promulgated thereunder in each case as now or hereafter in effect.

“Change in Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or 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 Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right),

(b) after the Closing Date, during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period or who were, subsequent to such first day, approved (including by approval of a reduction in the membership of the board or other governing body) by a majority of such members of the board or equivalent governing body, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body,

(c) the Parent shall fail to, directly or indirectly, own 100% of the Equity Interests (including the Voting Securities) of US Borrower, or

(d) the Parent shall fail to, directly or indirectly, own 100% of the Equity Interests (including the Voting Securities) of Canadian Borrower.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives made or issued by any Governmental Authority thereunder or in connection therewith and (y) 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Class” has the meaning set forth in Section 1.4.

“Closing Date” means May 1, 2019.

“Code” means the Internal Revenue Code of 1986, and the regulations and published interpretations thereof.

“Collateral” means, collectively, all of the US Collateral and the Canadian Collateral.

“Commitment Fees” means the fees payable in Dollars required under Section 2.7(a) and Section 2.7(b).

“Commitment Increase” has the meaning set forth in Section 2.17(a).

“Commitments” means, as to any Lender, its US Commitment and its Canadian Commitments, if applicable.

“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.

“Communications” has the meaning set forth in Section 9.9(b)(i).

“Compliance Certificate” means a compliance certificate executed by a Responsible Officer of the US Borrower or such other Person as required by this Agreement in substantially the same form as Exhibit B.

“Computation Date” means (a) the last Business Day of each calendar quarter, (b) the date of any proposed Advance or Letter of Credit, (c) the date of any reduction of Commitments, (d) the date of any increase in the Commitments, (e) the date of any reallocation provided in Section 2.15, and (f) after an Event of Default has occurred and is continuing, any other Business Day at the US Administrative Agent’s discretion or upon instruction by the Majority Lenders.

“Contract Period” means the term of a B/A Advance selected by the Canadian Borrower in accordance with Section 2.18, commencing on the date of such B/A Advance and expiring on a Business Day which shall be one month, two months, three months or six months thereafter, provided that (a) subject to clause (b) below, each such period shall be subject to such extensions or reductions as may be reasonably determined by the Canadian Administrative Agent to ensure that each Contract Period shall expire on a Business Day, and (b) no Contract Period shall extend beyond the Maturity Date.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise, and the terms “Controlled by” or “under common Control with” shall have the correlative meanings.

“Controlled Group” means all members of a controlled group of corporations and all businesses (whether or not incorporated) under common control which, together with the Parent or any Subsidiary, are treated as a single employer under Section 414 of the Code.

“Convert,” “Conversion,” and “Converted” each refers to (a) a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.4(b), (b) a conversion of B/A Advances into Canadian (Cdn) Base Rate Advances pursuant to Section 2.4(b) and (c), or (c) a conversion of Canadian (Cdn) Base Rate Advances into B/A Advances pursuant to Section 2.4(b) and (c).

“Covenant Cure Payment” shall have the meaning set forth in Section 7.7 hereof.

“Credit Documents” means this Agreement, the Notes, the Letters of Credit, the Letter of Credit Applications, the Guaranty, the Notices of Borrowing, the Notices of Conversion, the Security Documents, any AutoBorrow Agreement, the Fee Letter and each other agreement, instrument, or document executed by any Credit Party at any time in connection with this Agreement.

“Credit Parties” means the Borrowers and the Guarantors.

“Cure Right” shall have the meaning set forth in Section 7.7 hereof.

“Daily One-Month LIBOR” means, for any day, the rate of interest equal to the Eurocurrency Rate then in effect for delivery for a one month period.

“DBRS” means DBRS Ltd. or Dominion Bond Service Ltd.

“Debt” means, for any Person, without duplication: (a) indebtedness of such Person for borrowed money; (b) obligations under letters of credit and agreements relating to the issuance of letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (d) obligations of such Person under conditional sale or other title retention agreements relating to any Properties purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (e) obligations of such Person to pay the deferred purchase price of property (such obligations including, without limitation, any earn-out obligations, contingent obligations, or other similar obligations associated with such purchase) but excluding (i) any earn out obligation or purchase price adjustment until such obligation or adjustment becomes a liability on the statement of financial position or balance sheet (excluding the footnotes thereto) in accordance with GAAP and (ii) trade accounts payable in the ordinary course of business and, in each case, not past due for more than 90 days after the date on which such trade account payable was originally invoiced; (f) obligations of such Person as lessee under Capital Leases and obligations of such Person in respect of synthetic leases; (g) obligations of such Person under any Hedging Arrangement; (h) all obligations of such Person to mandatorily purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person on a date certain or upon the occurrence of certain events or conditions, valued, in the case of a mandatorily redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends (which obligations, for the avoidance of doubt, do not include any obligations to issue common Equity Interests); (i) the Debt of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person for the payment of such Debt; (j) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above; and (k) indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) secured by any Lien on or in respect of any Property of such Person, but if recourse is only to such Property, then only to the extent of the lesser of the amount of the Debt secured thereby and the fair market value of the Property subject to such Lien.

“Debtor Relief Laws” means (a) the Bankruptcy Code of the United States, (b) the Bankruptcy and Insolvency Act (Canada), (c) the Companies’ Creditors Arrangement Act (Canada), (d) the Winding-up and Restructuring Act (Canada), and (e) all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” means a per annum rate equal to 2.00% plus the rate otherwise applicable to the applicable Advances as provided in Section 2.8(a), (b), or (c).

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Advances within two Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies the US Administrative Agent and the US Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the US Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Lender any other amount

required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Advances) within two Business Days of the date when due, (b) has notified the US Borrower, the US Administrative Agent, Issuing Lender or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the US Administrative Agent or the US Borrower, to confirm in writing to the US Administrative Agent and the US Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the US Administrative Agent and the US Borrower in form and substance reasonably satisfactory to the US Administrative Agent and the US Borrower), or (d) is, or has a direct or indirect parent company that is, (i) the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; 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 so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the US Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the US Borrower, the Issuing Lender, the Swing Line Lender and each Lender under the applicable Facility.

“Designated Currency” means, subject to Section 1.6, (a) for Swing Line Advances and Base Rate Advances under the US Facility, Dollars, (b) for Eurocurrency Advances under the US Facility, Dollars, Canadian Dollars or Euros, (c) for Letters of Credit, Dollars and Canadian Dollars, (d) for B/As and B/A Equivalent Advances, Canadian Dollars, (e) for Eurocurrency Advances under the Canadian Facility, Dollars, (f) for Canadian (US) Base Rate Advance, Dollars, and (g) for Canadian (Cdn) Base Rate Advance, Canadian Dollars.

“Discount Proceeds” means for any B/A (or, as applicable, any B/A Equivalent Advance), an amount (rounded to the nearest whole cent, and with one-half of one cent being rounded up) calculated on the applicable Borrowing date by multiplying:

(a) the face amount of the B/A (or, as applicable, any B/A Equivalent Advance); by

(b) the quotient of one divided by the sum of one plus the product of:

(i) the Discount Rate (expressed as a decimal) applicable to such B/A (or, as applicable, any B/A Equivalent Advance), and

(ii) a fraction, the numerator of which is the number of days in the Contract Period of the B/A (or, as applicable, any B/A Equivalent Advance) and the denominator of which is 365,

with such quotient being rounded up or down to the fifth decimal place and .000005 being rounded up.

“Discount Rate” means (a) with respect to any Lender that is a Schedule I Bank, as applicable to a B/A being purchased by such Lender on any day, the CDOR Rate; and (b) with respect to any Lender that is not a Schedule I Bank, as applicable to a B/A being purchased by such Lender on any day, the lesser of (A) the CDOR Rate plus 10 basis points (0.10%), and (B) the average (as determined by the Canadian Administrative Agent in good faith) of the respective percentage discount rates (expressed to two decimal places and rounded upward, if not in an increment of 1/100th of 1%, to the nearest 0.01%) quoted by the Schedule II/III Reference Banks as the percentage discount rates at which the Schedule II/III Reference Banks would, in accordance with their normal market practices, at or about 10:00 a.m. (Toronto, Ontario time) on such date, be prepared to purchase bankers’ acceptances accepted by the Schedule II/III Reference Banks having a face amount and term comparable to the face amount and term of such B/A.

“Disposition” means any sale, lease, transfer, assignment, conveyance, or other disposition of any Property, excluding the granting of a Lien; “Dispose” or similar terms shall have correlative meanings.

“Disqualified Institution” shall mean (a) the Persons identified in writing to the Administrative Agents by the Borrowers at least two Business Days prior to the Closing Date, and (b) any other Person that has been designated by the US Borrower as “Disqualified Institution” by written notice to the Administrative Agent after the Closing Date; provided that, (i) such notice must specify such Person by name in form sufficient to correctly identify the named entity, (ii) such designation is subject to the Administrative Agent’s consent (not to be unreasonably withheld, (iii) the Lenders shall have been notified of such designation, and (iv) a Person that is already a Lender or an Affiliate of a Lender at the time of designation may not be designated as a “Disqualified Institution”; provided further that, “Disqualified Institutions” shall exclude any Person that the Borrowers have designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agents from time to time.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, and subject to Section 1.6(b), the equivalent amount thereof in Dollars at such time on the basis of the Agent’s Exchange Rate (determined in respect of the most recent Computation Date) for the purchase of Dollars with such Foreign Currency.

“Dollars” and “$” means lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“EBITDA” means for the Parent and its Restricted Subsidiaries, on a consolidated basis for any period (the “subject period”), consolidated Net Income for such subject period, adjusted by:

(a) adding thereto, without duplication, and in each case only to the extent deducted in determining such consolidated Net Income (except with respect to clause (xi) and (xvi) below):

(i) Interest Expense,

(ii) Income Tax Expense,

(iii) non-cash impairment charge or asset write-off and the amortization of intangibles,

(iv) other non-cash charges, non-cash expenses and non-cash losses,

(v) losses on Dispositions of capital assets outside the ordinary course of business,

(vi) costs of legal settlements, fines, judgments or orders to the extent reimbursed by insurance or any other Person that is not the Parent or any Subsidiary,

(vii) amortization and depreciation,

(viii) the following items, provided that the aggregate amount of all items added back under this clause (viii) shall not exceed $5,000,000 for such subject period:

(A) unusual or non-recurring items (including, for the avoidance of doubt, charges, accruals, reserves or expenses attributable to (1) the undertaking or implementation of cost savings initiatives, operating expense reductions and other restructuring and integration charges, and (2) litigation, arbitration or mediation (including costs of counsel, consultants, dispute resolution professionals and experts) relating to infringement, misappropriation, theft or other misuse of intellectual property and related rights, including without limitation patents, trademarks, trade names, copyrights, and applications for any of the foregoing, and trade secrets and other confidential information),

(B) [Reserved]

(C) the amount of third party, out-of-pocket expenses reimbursed to the Permitted Holders (or their respective Affiliates or management companies) for expenses incurred by the Permitted Holders (or their respective Affiliates or management companies) on behalf of, or pertaining to, the Parent or its Subsidiaries, and

(D) cash charges and expenses incurred in connection with the issuance or offering of Equity Interests, Dispositions outside the ordinary course of business, recapitalizations, mergers, consolidations or amalgamations, or option buyouts, provided that (i) such transaction is permitted under this Agreement and (ii) such charges and expenses are non-recurring with respect to such transaction,

(ix) non-recurring cash charges and expenses (including severance payments) incurred in connection with any Permitted Acquisitions, and restructuring costs associated with single or one-time events incurred in connection with any Permitted Acquisitions; provided that, the aggregate amount added back under this clause (ix) in any such subject period shall not exceed 7.5% of EBITDA (after giving effect to all additions and subtractions provided for in this definition of EBITDA, including this clause (ix)),

(x) (A) cash charges and expenses paid and incurred in connection with the Transactions, (B) cash charges, fees and expenses incurred in connection with any amendment or modification of the Credit Documents or the Obligations, and (C) cash charges to the extent actually reimbursed by third parties pursuant to indemnification provisions in applicable binding contracts which are not being contested,

(xi) business interruption insurance proceeds actually received by any Credit Party in an amount representing the earnings for the applicable period that such proceeds are intended to replace,

(xii) unrealized net losses in the fair market value of any Hedging Arrangement,

(xiii) the amount of any expense or deduction associated with any Restricted Subsidiary of the US Borrower and attributable to any non-controlling Equity Interest and/or minority interest of any third party,

(xiv) cash actually received during the subject period and not included in Net Income for such subject period but only to the extent that the non-cash gain relating to such cash receipt was deducted in the calculation of EBITDA pursuant to clause (b)(ii) below for any previous subject period and not added back,

(xv) net income of any Joint Venture of the Parent for any subject period but only to the extent such net income is distributed by such Joint Venture in the form of cash dividends or distributions and the amount thereof is not subsequently distributed, contributed or otherwise transferred to such Joint Venture during such subject period,

(xvi) research and development tax credits awarded under Canadian federal law for research and development spending by the Parent or any Subsidiary thereof (without regard to whether or not such tax credits were deducted in determining consolidated Net Income), provided that the add back in this clause (xvi) shall not exceed $1,500,000 for such subject period, and

(xvii) extraordinary items, and

(b) subtracting therefrom, without duplication, in each case only to the extent included (as opposed to deducted) in determining such consolidated Net Income (except with respect to clause (iv) below):

(i) extraordinary items,

(ii) non-cash gains, including unrealized net gains in the fair market value of any Hedging Arrangement and non-cash gains resulting from non-recurring events or circumstances for such subject period,

(iii) all other non-cash items of income which were included in determining such Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business), and

(iv) all non-cash charges, non-cash expenses and non-cash losses, which were added back under the preceding clause (a) in determining EBITDA for a prior subject period, to the extent such prior non-cash charge, non-cash expense or non-cash loss was either (A) satisfied in cash (in whole or in part) in the subject period or (B) recognized, due to an action of the Parent, as an asset write off or write down for balance sheet purposes in the subject period;

provided that such EBITDA shall be subject to pro forma adjustments pursuant to Section 1.7 for Permitted Acquisitions and Non-ordinary Course Asset Sales assuming that such transactions had occurred on the first day of the determination period, which adjustments shall, in each case, be made in accordance with the guidelines for pro forma presentations set forth by the SEC or in a manner otherwise reasonably acceptable to the US Administrative Agent and subject to supporting documentation reasonably acceptable to the US Administrative Agent, in each case, certified by a Responsible Officer of the Parent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this

definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.7(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 9.7(b)(iii)); provided that, in no event, shall a Disqualified Institution constitute an Eligible Assignee without the prior written consent of the US Borrower (which consent may be given or withheld in the US Borrower’s sole and absolute discretion).

“Eligible Canadian Inventory” means, at any time, Inventory then owned by any Canadian Credit Party in which the Canadian Administrative Agent has an Acceptable Security Interest but specifically excluding Inventory which meets any of the following conditions or descriptions:

(a) Inventory with respect to which a written claim exists disputing the applicable Canadian Credit Party’s title to or right to possession;

(b) obsolete Inventory;

(c) damaged Inventory or otherwise not readily saleable or usable in its present state for the use for which it was manufactured or purchased;

(d) Inventory that does not comply with any applicable Legal Requirement or the standards imposed by any Governmental Authority with respect to its manufacture, use, or sale;

(e) Inventory that is subject to any agreement (other than customary agreements giving rise to Priming Liens) which would, in any material respect, restrict Canadian Administrative Agent’s ability to sell or otherwise dispose of such Inventory;

(f) Inventory that is located in a jurisdiction outside the United States or any state or territory thereof or the District of Columbia or Canada or any province or territory thereof; and

(g) Inventory that is subject to any third party’s rights (other than Priming Liens, inchoate governmental tax Liens and other inchoate Liens arising by operation of law in Canada) which would be superior to the Lien of Canadian Administrative Agent created under the Credit Documents.

Inventory which is at any time Eligible Canadian Inventory but which subsequently would no longer be eligible based on any of the foregoing exclusions shall forthwith cease to be Eligible Canadian Inventory until such time as such Inventory subsequently becomes Eligible Canadian Inventory.

“Eligible Canadian Receivables” means, as to the Canadian Credit Parties, on a consolidated basis and without duplication, all Receivables of such Person, in each case reflected on its books in accordance with GAAP which conform to the representations and warranties in Article 4 hereof and in the

Security Documents to the extent such provisions are applicable to the Receivables, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below:

(a) such Receivable is not subject to an Acceptable Security Interest in favor of the Canadian Administrative Agent;

(b) such Receivable is subject to any third party’s rights (other than inchoate governmental tax Liens and other inchoate Liens arising by operation of law in Canada) which would be superior to the Lien of the Canadian Administrative Agent created under the Security Documents;

(d) such Receivable has not been billed substantially in accordance with billing practices of such Canadian Credit Party in effect on the Closing Date or such Receivable remains unpaid for more than 120 days from the date of the invoice in respect of such Receivable;

(e) such Receivable does not represent a legal, valid and binding payment obligation of the Account Debtor thereof enforceable in accordance with its terms;

(f) such Receivable is owed by an Account Debtor that the Canadian Credit Parties deem to be not creditworthy or is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any Debtor Relief Laws, (iv) has admitted in writing its inability to, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(g) the Account Debtor on such Receivable is a Credit Party, an Affiliate of a Credit Party (other than any operating portfolio company of the Permitted Holder), or a director, officer or employee of a Credit Party or an Affiliate of a Credit Party (other than any operating portfolio company of the Permitted Holder);

(h) such Receivable, together with all other Receivables due from the same Account Debtor, comprises more than 35% of the aggregate Eligible Canadian Receivables (provided, however, that the amount of any such Receivable excluded pursuant to this clause (i) shall only be the excess of such amount);

(i) such Receivable is subject to any set-off, counterclaim, defense, allowance or adjustment, or there has been a dispute, objection or complaint by the Account Debtor concerning its liability for such Receivable or a claim for any such set-off, counterclaim, defense, allowance or adjustment by the Account Debtor thereof (provided, however, that the amount of any such Receivable excluded pursuant to this clause (j) shall only be only the amount of such set-off, counterclaim, allowance or adjustment or claimed set-off, counterclaim, allowance or adjustment);

(j) such Receivable is owed in a currency other than Dollars, Canadian Dollars or any other Designated Currency;

(k) such Receivable is the result of (i) work-in-progress, (ii) finance or service charges, or (iii) payments of interest;

(l) such Receivable has been written off the books of any Credit Party or otherwise designated as uncollectible by any Credit Party; and

(m) such Receivable is a newly created Receivable resulting from the unpaid portion of a partially paid Receivable.

In determining the amount of an Eligible Canadian Receivable, (A) the face amount of such Receivable shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, or other allowances, payables or obligations to the Account Debtor (including any amount that any Canadian Credit Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)), (ii) all taxes, duties or other governmental charges included in such Receivable, and (iii) the aggregate amount of all cash received in respect of such Receivable but not yet applied by any Canadian Credit Party to reduce the amount of such Receivable and (B) if such Receivable is owed in Canadian Dollars, the Dollar Equivalent of such Receivable shall be used.

“Eligible US Inventory” means, at any time, Inventory then owned by any US Credit Party and in which the US Administrative Agent has an Acceptable Security Interest but specifically excluding Inventory which meets any of the following conditions or descriptions:

(a) Inventory with respect to which a written claim exists disputing the applicable US Credit Party’s title to or right to possession;

(b) obsolete Inventory;

(c) damaged Inventory or otherwise not readily saleable or usable in its present state for the use for which it was manufactured or purchased;

(d) Inventory that does not comply with any applicable Legal Requirement or the standards imposed by any Governmental Authority with respect to its manufacture, use, or sale;

(e) Inventory that is subject to any agreement (other than customary agreements giving rise to Priming Liens) which would, in any material respect, restrict US Administrative Agent’s ability to sell or otherwise dispose of such Inventory;

(f) Inventory that is located in a jurisdiction outside the United States or any state or territory thereof or the District of Columbia or Canada or any province or territory thereof; and

(g) Inventory that is subject to any third party’s rights (other than Priming Liens, inchoate governmental tax Liens and other inchoate Liens arising by operation of law in US) which would be superior to the Lien of US Administrative Agent created under the Credit Documents.

Inventory which is at any time Eligible US Inventory but which subsequently would no longer be eligible based on any of the foregoing exclusions shall forthwith cease to be Eligible US Inventory until such time as such Inventory subsequently becomes Eligible US Inventory.

“Eligible US Receivables” means, as to the US Credit Parties, on a consolidated basis and without duplication, all Receivables of such Person, in each case reflected on its books in accordance with GAAP which conform to the representations and warranties in Article 4 hereof and in the Security

Documents to the extent such provisions are applicable to the Receivables, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below:

(a) such Receivable is not subject to an Acceptable Security Interest in favor of the US Administrative Agent;

(b) such Receivable is subject to any third party’s rights (other than inchoate governmental tax Liens and other inchoate Liens arising by operation of law in Canada) which would be superior to the Lien of the US Administrative Agent created under the Security Documents;

(d) such Receivable has not been billed substantially in accordance with billing practices of such US Credit Party in effect on the Closing Date, or such Receivable remains unpaid for more than 120 days from the date of the invoice in respect of such Receivable;

(e) such receivable does not represent a legal, valid and binding payment obligation of the Account Debtor thereof, enforceable in accordance with its terms;

(f) such Receivable is owed by an Account Debtor that the US Credit Parties deem to be not creditworthy or is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any Debtor Relief Laws, (iv) has admitted in writing its inability to, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(h) such Receivable, together with all other Receivables due from the same Account Debtor, comprises more than 35% of the aggregate Eligible US Receivables (provided, however, that the amount of any such Receivable excluded pursuant to this clause (i) shall only be the excess of such amount);

(j) such Receivable is owed in a currency other than Dollars, Canadian Dollars or any other Designated Currency;

(k) such Receivable is the result of (i) work-in-progress, (ii) finance or service charges, or (iii) payments of interest;

(l) such Receivable has been written off the books of any Credit Party or otherwise designated as uncollectible by any Credit Party; and

(m) such Receivable is a newly created Receivable resulting from the unpaid portion of a partially paid Receivable.

(n) In determining the amount of an Eligible US Receivable, (A) the face amount of such Receivable shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, or other allowances, payables or obligations to the Account Debtor (including any amount that any US Credit Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)), (ii) all taxes, duties or other governmental charges included in such Receivable, and (iii) the aggregate amount of all cash received in respect of such Receivable but not yet applied by any US Credit Party to reduce the amount of such Receivable and (B) if such Receivable is not owed in US Dollars, the Dollar Equivalent of such Receivable shall be used.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single Xxxxxxxx Xxx 0000, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“Environment” or “Environmental” shall have the meanings set forth in 42 U.S.C. § 9601(8) (1988).

“Environmental Claim” means any third party (including any Governmental Authority) action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent agreement or written notice of potential or actual responsibility or violation which seeks to impose liability under any Environmental Law.

“Environmental Law” means all applicable federal, state, provincial, and local laws, rules, regulations, ordinances, orders, decisions, enforceable agreements, and other Legal Requirements, including duties imposed under common law, now or hereafter in effect and relating to, or in connection with the Environment, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, or toxic substances, materials or wastes; or (d) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous, or toxic substances, materials or wastes.

“Environmental Permit” means any permit, license, approval, registration or other authorization under Environmental Law.

“Equity Interest” means with respect to any Person, any shares, interests, profits interests, participations, or other equivalents (however designated) of corporate stock, membership interests or partnership interests (or any other ownership interests) of such Person.

“Equity Issuance” means any issuance of equity securities or any other Equity Interests by any Restricted Entity other than Equity Interests issued (a) to a Credit Party, and (b) pursuant to employee or director and officer stock option plans in the ordinary course of business.

“Equity Issuance Proceeds” means, with respect to any Equity Issuance, all cash and cash equivalent investments received by any Restricted Entity from such Equity Issuance (other than from any other Credit Party) after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred by any Restricted Entity in connection with such Equity Issuance.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Euro” and “EUR” mean the lawful currency of the participating member states of the EMU.

“Eurocurrency Advance” means an US Advance or a Canadian Advance that bears interest based upon the Eurocurrency Rate (other than Advances that bear interest based upon the Daily One Month LIBOR).

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board as in effect from time to time.

“Eurocurrency Base Rate” means, subject to the implementation of any Replacement Rate in accordance with Section 2.4(c)(xiv) or Section 2.4(c)(xv), as applicable:

(a) for US Advances denominated in any currency (other than Canadian Dollars) (i) in determining Eurocurrency Rate for purposes of the “Daily One Month LIBOR”, the rate per annum for deposits in the relevant currency quoted by the US Administrative Agent for the purpose of calculating effective rates of interest for loans making reference to the “Daily One-Month LIBOR” or the “LIBOR Market Index Rate”, as the inter-bank offered rate in effect from time to time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of the applicable Advances; provided that, the US Administrative Agent may base its quotation of the inter-bank offered rate upon such offers or other market indicators of the inter-bank market as the US Administrative Agent in its reasonable discretion deems appropriate including, but not limited to, the rate determined under the following clause (ii), however, any such LIBOR Market Index Rate determined under this proviso shall be consistent with the LIBOR Market Index Rate for similar durations and amounts offered by the US Administrative Agent to its customers generally; and (ii) in determining Eurocurrency Rate for all other purposes, the rate per annum (rounded upward to the nearest whole multiple of 1/8th of 1%) equal to the interest rate per annum as set forth on the Reuters Reference LIBOR1 page (or on any successor or substitute page of such service, or any successor to or substitute for such service, as determined by the US Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the relevant currency in the London interbank market) as the London Interbank Offered Rate, for deposits in the relevant currency, as applicable, at 11:00 a.m. (London, England time) two Business Days before the first day of the applicable Interest Period and for a period equal to such Interest Period; provided that, if such quotation is not available for any reason, then for purposes of this clause (ii), Eurocurrency Base Rate shall then be the rate reasonably determined by the US Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Advances being made, continued or converted by the US Facility Lenders and with a term equivalent to such Interest Period would be offered by the US Administrative Agent’s London Branch (or other branch or Affiliate of the US Administrative Agent, or in the event that the US Administrative Agent does not have a London branch, the London branch of a US Facility Lender

chosen by the US Administrative Agent) to major banks in the London or other offshore inter-bank market for the relevant currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period);

(b) for US Advances denominated in Canadian Dollars, the CDOR Rate; and

(c) for Canadian Advances denominated in Dollars (i) in determining Eurocurrency Rate for purposes of the “Daily One Month LIBOR”, the rate per annum for deposits in Dollars quoted by the US Administrative Agent for the purpose of calculating effective rates of interest for loans making reference to the “Daily One-Month LIBOR” or the “LIBOR Market Index Rate”, as the inter-bank offered rate in effect from time to time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of the applicable Advances; provided that, the US Administrative Agent may base its quotation of the inter-bank offered rate upon such offers or other market indicators of the inter-bank market as the US Administrative Agent in its reasonable discretion deems appropriate including, but not limited to, the rate determined under the following clause (ii), however, any such LIBOR Market Index Rate determined under this proviso shall be consistent with the LIBOR Market Index Rate for similar durations and amounts offered by the US Administrative Agent to its customers generally; and (ii) in determining Eurocurrency Rate for all other purposes, the rate per annum (rounded upward to the nearest whole multiple of 1/8th of 1%) equal to the interest rate per annum as set forth on the Reuters Reference LIBOR1 page (or on any successor or substitute page of such service, or any successor to or substitute for such service, as determined by the US Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars in the London interbank market) as the London Interbank Offered Rate, for deposits in Dollars, as applicable, at 11:00 a.m. (London, England time) two Business Days before the first day of the applicable Interest Period and for a period equal to such Interest Period; provided that, if such quotation is not available for any reason, then for purposes of this clause (ii), Eurocurrency Base Rate shall then be the rate reasonably determined by the Canadian Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Advances being made, continued or converted by the Canadian Facility Lenders and with a term equivalent to such Interest Period would be offered by the Canadian Administrative Agent’s London Branch (or other branch or Affiliate of the Canadian Administrative Agent, or in the event that the US Administrative Agent does not have a London branch, the London branch of a US Facility Lender chosen by the US Administrative Agent) to major banks in the London or other offshore inter-bank market for the Dollars at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period).

Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.4(c)(xiv) or Section 2.4(c)(xv), in the event that a Replacement Rate with respect to the Eurocurrency Base Rate under a Facility is implemented then all references herein and in the other Credit Documents to Eurocurrency Base Rate under such Facility shall be deemed a reference to US Replacement Rate or the Canadian Replacement Rate (including the corresponding rate that would apply to any determination of Adjusted Base Rate and Canadian (US) Base Rate), as applicable.

“Eurocurrency Rate” means a rate per annum determined by the applicable Administrative Agent pursuant to the following formula:

Eurocurrency Rate =Eurocurrency Base Rate______

1.00 – Eurocurrency Reserve Percentage

Where,

“Eurocurrency Reserve Percentage” means, as of any day, for Advances denominated in any currency, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. The Eurocurrency Rate for each outstanding Advance shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

Notwithstanding the foregoing, if the Eurocurrency Rate at any determination shall be less than zero, such rate shall be deemed to be zero for purposes of such determination under this Agreement.

“Event of Default” has the meaning specified in Section 7.1.

“Excluded Perfection Collateral” shall mean, unless otherwise elected by the Administrative Agents during the continuance of an Event of Default, collectively (a) assets requiring perfection through control agreements (other than (i) control of Pledged Interests or Pledged Shares (each as defined in the Security Agreement), and (ii) cash, Liquid Investments, deposit accounts, commodities accounts and securities accounts, including securities and entitlements therein to the extent otherwise constituting Collateral), (b) commercial tort claims, (c) letter of credit rights to the extent a security interest therein cannot be perfected by the filing of a financing statement under the UCC or PPSA, (d) any other intellectual property to the extent any filings would be required with any foreign Governmental Authority (other than Canada or any province thereof), (e) vehicles and other certificated or titled equipment and (f) any other Property (i) in which a security interest cannot be perfected by the filing of a financing statement under the UCC or PPSA, (ii) to the extent a grant of security interest therein is prohibited by applicable law or (iii) with respect to which the Administrative Agents have determined, in their reasonable discretion that the cost of perfecting a security interest in such Property outweighs the benefit of the Lien afforded thereby.

“Excluded Properties” means Excluded Properties (US) and Excluded Properties (Canada).

“Excluded Properties (US)” means (a) all fee owned real property of any US Credit Party with a fair market value of less than $750,000, individually or in the aggregate (when aggregated with fee owned real property of all US Credit Parties that constitute Excluded Properties), (b) all leased real property of any US Credit Party, and (c) the “Excluded Collateral”, as defined in the US Security Agreement, which includes (i) Excluded JV Equity Interests, as defined therein, (ii) Excluded Trademark Collateral, as defined therein, (iii) Excluded Contracts, as defined therein, (iv) Excluded PMSI Collateral, as defined therein, and (v) all Equity Interests issued by Foreign Subsidiaries other than 65% of the Voting Securities issued by First-Tier Foreign Subsidiaries (but including 100% of the non-Voting Securities of such Subsidiaries).

“Excluded Properties (Canada)” means (a) all fee owned real property of any Canadian Credit Party with a fair market value of less than $750,000, individually or in the aggregate (when aggregated with fee owned real property of all Canadian Credit Parties that constitute Excluded Properties), (b) all leased real property of any Canadian Credit Party, and (c) the “Excluded Collateral”, as defined in the Canadian Security Agreement, which includes (i) Excluded JV Equity Interests, as defined therein, (ii)

Excluded Trademark Collateral, as defined therein, (iii) Excluded Contracts, as defined therein, and (iv) Excluded PMSI Collateral, as defined therein.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such 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 Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income or gross income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) US federal withholding Taxes and Canadian withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Letter of Credit, Advance or Commitment (including by reason of such Recipient’s participation interest in Letters of Credit) pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in a Letter of Credit, Advance or Commitment (other than pursuant to an assignment request by the US Borrower under Section 2.14) or (ii) such Recipient changes its Lending Office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.13(g), (d) any US federal withholding Taxes imposed under FATCA, (e) Taxes imposed on, or in respect of an obligation to pay an amount to, a Recipient with which a Credit Party that is a Foreign Subsidiary does not deal at arm’s length (within the meaning of the Tax Act), and (f) Taxes imposed on a Recipient that is a “specified shareholder” (within the meaning of Subsection 18(5) of the Tax Act) of a Credit Party that is a Foreign Subsidiary, or that does not deal at arm’s length with a “specified shareholder” of a Credit Party that is a Foreign Subsidiary, pursuant to Subsections 214(16) and 212(2) of the Tax Act. For purposes of clauses (e) and (f) of this definition, any Subsidiary described in clauses (b), (c) or (d) of the definition of “Foreign Subsidiary” shall be disregarded in determining whether such Subsidiary is a Foreign Subsidiary.

“Existing Credit Agreement” has the meaning set forth in the Recitals hereof.

“Existing Letters of Credit” means the letters of credit issued under the Existing Credit Agreement as set forth on Schedule 1.1(b).

“Extraordinary Receipts” means any proceeds of insurance or any award or other compensation as a result of a Casualty Event, in each case after payment of any Taxes attributable to the receipt thereof (including any such Taxes actually payable by the Parent and its Subsidiaries attributable to the repatriation of such proceeds).

“Facilities” means, collectively, the US Facility and the Canadian Facility.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (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, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements implementing any of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any of the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the US Administrative Agent (in its individual capacity) on such day on such transactions as determined by the US Administrative Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.

“Fee Letter” means that certain engagement letter dated April 15, 2019, by and among the Parent Guarantors, the Borrowers, Xxxxx Fargo, and Xxxxx Fargo Securities, LLC.

“Financial Statements” means the consolidated financial statements of the Parent and its Restricted Subsidiaries, including statements of income, retained earnings, changes in equity and cash flow for such period as well as a balance sheet as of the end of such period, all to be prepared in accordance with GAAP.

“First-Tier Foreign Subsidiary” means any Subsidiary of the type described in clause (a) of the definition of Foreign Subsidiary whose Equity Interests are owned directly by the Parent or a Domestic Subsidiary of the Parent.

“Foreign Credit Party” has the meaning assigned in Section 9.14.

“Foreign Currency” means any currency other than Dollars.

“Foreign Lender” means any Lender that is not a “US Person.”

“Foreign Subsidiary” means (a) any Subsidiary organized under the laws of any jurisdiction other than the United States or any state of the United States, or the District of Columbia, (b) any US Subsidiary that has no material assets other than the Debt or Equity Interests of one or more subsidiaries organized under the laws of any jurisdiction other than the United States or any state of the United States or the District of Columbia, (c) any US Subsidiary that is disregarded as an entity separate from its owner for U.S. federal tax purposes and the sole owner of which for such purposes is an entity organized under the laws of any jurisdiction other than the United States or any state of the United States, or the District of Columbia, and (d) any other US Subsidiary acquired after the Closing Date that is a Subsidiary of an entity organized under the laws of any jurisdiction other than the United States or any state of the United States, or the District of Columbia (the “foreign parent”) so long as such foreign parent also becomes a

Subsidiary of the US Borrower as part of such acquisition and such domestic subsidiary structure was not effected in contemplation of such acquisition.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to Issuing Lender, such Defaulting Lender’s US Pro Rata Share of the outstanding Letter of Credit Obligations other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been funded by it, reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s US Pro Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to which such Defaulting Lender’s participation obligation has been funded by it or reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funded Debt” means, at any date, the aggregate principal amount of the following, without duplication:

(a) all Debt of the type described in clauses (a), (b), (c), (f) and (h) of the definition of “Debt”;

(b) all Debt of the type described in clause (i) of the definition of “Debt”, but only to the extent the underlying Debt is otherwise included in this definition of “Funded Debt”;

(c) all Debt of the type described in clause (j) of the definition of “Debt”, but only to the extent such Debt is a guaranty of Debt otherwise included in this definition of “Funded Debt”; and

(d) all Debt of the type described in clause (k) of the definition of “Debt”, but only to the extent such Lien secures Debt otherwise included in this definition of “Funded Debt”.

“GAAP” means United States of America generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the requirements of Section 1.3.

“Governmental Authority” means the government of the United States of America, Canada or any other nation, or of any political subdivision thereof, whether state, provincial 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 (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantors” means the US Guarantors and the Canadian Guarantors.

“Guaranty” means, individually and collectively, the guarantees or amended and restated guarantees, substantially in the form of Exhibit C or such other form reasonably acceptable to the Guarantor executing the same and the Administrative Agents.

“Hawk Waiver Agreement” means a lien waiver and collateral access agreement in form and substance reasonably satisfactory to the US Administrative Agent covering the premises located at the following address: X.X. Xxx 000, Xxxxxx, Xxxxxxx, X0X0X0, Xxxxxx.

“Hazardous Substance” means any substance or material identified as hazardous or extremely hazardous pursuant to CERCLA and those regulated as hazardous or toxic under any other Environmental

Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radionuclides, and radioactive materials.

“Hazardous Waste” means any substance or material regulated or designated as a hazardous waste pursuant to any Environmental Law.

“Hedging Arrangement” means a hedge, call, swap, collar, floor, cap, option, forward sale or purchase or other contract or similar arrangement (including any obligations to purchase or sell any commodity or security at a future date for a specific price) which is entered into to reduce or eliminate or otherwise protect against the risk of fluctuations in prices or rates, including interest rates, foreign exchange rates, commodity prices and securities prices, including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Income Tax Expense” means for the Parent and its Restricted Subsidiaries, on a consolidated basis for any period, all foreign, state and federal taxes based on income or profits (including without limitation Texas franchise taxes) paid or due to be paid during such period.

“Increase Date” has the meaning set forth in Section 2.17(b).

“Increasing Lender” has the meaning set forth in Section 2.17(a).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the US Borrower under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 9.2(a).

“Interest Coverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (a) Adjusted EBITDA to (b) Interest Expense for the four fiscal quarter period.

“Interest Expense” means, for any period and with respect to any Person, as determined in accordance with GAAP, total cash interest expense (net of gross interest income of the Parent and its Subsidiaries), letter of credit fees and other fees and expenses incurred by such Person in connection with any Debt for such period whether paid or accrued (including that are attributable to obligations which have been or should be, in accordance with GAAP, recorded as Capital Leases), including, without limitation, all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, fees owed with respect to the Secured Obligations, and net costs under Hedging Arrangements entered into addressing interest rates (but excluding (a) fees and expenses associated with the consummation of the Transactions (whether incurred before or after the Closing Date), (b) fees and expenses associated with the permitted issuance of Debt or Equity Interests, whether or not consummated and (c) annual agency fees paid to the US Administrative Agent; provided that, Interest Expense shall be determined after giving effect to any net payments made or received by Parent and its Subsidiaries with respect to interest Hedging Arrangements and shall exclude upfront costs associated with any Hedging Arrangements).

“Interest Period” means for each Eurocurrency Advance comprising part of the same Borrowing, the period commencing on the date of such Eurocurrency Advance is made or deemed made and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and Section 2.4, and thereafter, each subsequent period commencing on the day following the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the applicable

Borrower pursuant to the provisions below and Section 2.4. The duration of each such Interest Period shall be (i) for Eurocurrency Advances denominated in Dollars, one, three or six months (or 12 months if agreed to by all the relevant affected Lenders), and (ii) for Eurocurrency Advances denominated in any Foreign Currency (which, for the avoidance of doubt, are only available to the US Borrower), one, three or six months, provided that:

(a) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(b) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month; and

“Inventory” means, with respect to any Person, the inventory of every nature and description, including all goods, merchandise and finished goods now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts for service and all additions and accessions thereto and all documents of title evidencing or representing any part thereof.

“Investment” means, as to any Person, any direct or indirect (a) purchase or other acquisition of capital stock or other securities of another Person, (b) loan, advance or capital contribution to, guarantee (by guaranty or other arrangement) or assumption of Debt of, or purchase or other acquisition of any other Debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but with respect to any joint venture Investment by such Person, net of any cash distributions actually received by such Person on account of such Investment (such distributions being deemed to reduce the total amount of such Investment in such joint venture).

“Issuing Lender” means Xxxxx Fargo in its capacity as a Lender that issues Letters of Credit for the account of the US Borrower or any of its Subsidiaries pursuant to the terms of this Agreement.

“Joint Venture” means, with respect to any Person at any date, any corporation, limited liability company, partnership, association or other entity as to which less than a majority of whose outstanding Voting Securities shall at any time be owned by such Person or one or more Subsidiaries of such Person.

“Judgment Currency” has the meaning set forth in Section 9.20.

“Lead Arranger” means Xxxxx Fargo Securities, LLC in its capacity as a lead arranger and sole bookrunner.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation, legally binding determination of an arbitrator (or official interpretation of any of the

foregoing) of, and the terms of any license or permit issued by, any Governmental Authority, including, but not limited to, Regulations T, U and X.

“Lenders” means the Persons listed on the signature pages hereto as Lenders, any other Person that shall have become a Lender hereto pursuant to Section 2.14, and any other Person that shall have become a Lender hereto pursuant to an Assignment and Acceptance, but in any event, excluding any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance. Unless the context otherwise requires, the term “Lenders” references the US Facility Lenders, the Swing Line Lender and the Canadian Facility Lenders.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the US Borrower and the US Administrative Agent.

“Lending Party” means the Administrative Agents, the Issuing Lender, the Swing Line Lender, or any Lender.

“Letter of Credit” means any standby letter of credit or documentary letter of credit issued or deemed to be issued by the Issuing Lender for the account of any Credit Party pursuant to the terms of this Agreement, in such form as may be agreed by the US Borrower and the Issuing Lender. Letters of Credit include the Existing Letters of Credit.

“Letter of Credit Application” means the Issuing Lender standard form letter of credit application for standby letters of credit which has been executed by the US Borrower and accepted by the Issuing Lender in connection with the issuance of a Letter of Credit.

“Letter of Credit Documents” means all Letters of Credit, Letter of Credit Applications and amendments thereof, and agreements, documents, and instruments entered into in connection therewith or relating thereto.

“Letter of Credit Exposure” means, at the date of its determination by the US Administrative Agent, the Dollar Equivalent of the aggregate outstanding undrawn amount of Letters of Credit plus the Dollar Equivalent of the aggregate unpaid amount of all of the US Borrower’s payment obligations under drawn Letters of Credit.

“Letter of Credit Maximum Amount” means $5,000,000; provided that, on and after the Maturity Date, the Letter of Credit Maximum Amount shall be zero.

“Letter of Credit Obligations” means any obligations of the US Borrower under this Agreement in connection with the Letters of Credit, and in determining such amount, the Dollar Equivalent thereof.

“Leverage Ratio” means, as of the end of each fiscal quarter, the ratio of (a) the consolidated Funded Debt of the Parent as of the last day of such fiscal quarter to (b) Adjusted EBITDA.

“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, or encumbrance to secure or provide for the payment of any obligation of any Person, whether arising by contract, operation of law, or otherwise (including the interest of a vendor or lessor under any conditional sale agreement, Capital Lease, or other title retention agreement).

“Liquid Investments” means (a) readily marketable direct full faith and credit obligations of the United States of America or any state thereof or the Government of Canada or any province thereof or obligations unconditionally guaranteed by the full faith and credit of the United States of America or any state thereof or the Government of Canada or any province thereof; (b) readily marketable direct full faith and credit obligations of any state of the United States of America or any political subdivision thereof or obligations unconditionally guaranteed by the full faith and credit of such state of the United States of America or political subdivision thereof, (c) commercial paper issued by (i) any Lender or any Affiliate of any Lender or (ii) any commercial banking institutions or corporations rated at least P-1 by Moody’s or A-1 by S&P (or the equivalent by DBRS); (d) certificates of deposit, time deposits, overnight bank deposits and bankers’ acceptances issued by (i) any of the Lenders or (ii) any other commercial banking institution which is a member of the Federal Reserve System or is listed on Schedule I or II of the Bank Act (Canada) and has a combined capital and surplus and undivided profits of not less than $250,000,000 and rated Aa by Moody’s or AA by S&P (or the equivalent by DBRS); (e) repurchase agreements which are entered into with any of the Lenders or any major money center banks included in the commercial banking institutions described in clause (c) and which are secured by readily marketable direct full faith and credit obligations of the government of the United States of America, the Government of Canada or any agency thereof; (f) investments in any money market fund which holds investments substantially of the type described in the foregoing clauses (a) through (e); and (g) other investments made through the US Administrative Agent or its Affiliates and approved by the US Administrative Agent. All the Liquid Investments described in clauses (a) through (e) above shall have maturities of not more than 365 days from the date of issue.

“Liquidity” means, as of a date of determination, the amount equal to (a) the aggregate US Commitments in effect on such date minus the US Outstandings on such date, plus (b) the aggregate Canadian Commitments in effect on such date minus the Canadian Outstandings on such date, plus (c) readily and immediately available cash held in deposit accounts of any Restricted Entity (other than the Cash Collateral Account) on such date; provided that, such deposit accounts and the funds therein shall be unencumbered and free and clear of all Liens and other third party rights other than a Lien in favor of the applicable Administrative Agent pursuant to Security Documents and the Liens described in Section 6.2(g).

“Majority Lenders” means, as of the date of determination, (a) at any time when there are more than two Lenders, two or more Lenders holding greater than 50% of the aggregate Maximum Exposure Amount and (b) at any time when there are one or two Lenders, all Lenders; provided that, (i) in any event, if there are two or more Lenders, the Maximum Exposure Amount of any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders unless all Lenders are Defaulting Lenders, (ii) for purposes of this definition, Letter of Credit Exposure which is not reallocated or Cash Collateralized in accordance with Section 2.16 shall be deemed to be held by the Lender that is the Issuing Lender, and (iii) the aggregate Maximum Exposure Amount of any Lender and its Affiliates shall be treated as the Maximum Exposure Amount of one Lender for purposes of this definition.

“Material Adverse Change” means a material adverse effect on (a) the business, assets, financial condition or results of operations, in each case, of the Restricted Entities, taken as a whole, (b) the rights and remedies (taken as a whole) of the Administrative Agents under any Credit Document or (c) the ability of the Credit Parties (taken as a whole) to perform their payment obligations under any Credit Document.

“Maturity Date” means the earlier of (a) May 1, 2023, and (b) the earlier termination in whole of the Commitments pursuant to Section 2.1(c)(i) or (d) or Article 7.

“Maximum Exposure Amount” means, at any time for each Lender, the sum of (a) the unfunded US Commitment and Canadian Commitment held by such Lender at such time, if any, plus (b) the US Outstandings held by such Lender at such time (with the aggregate amount of such Lender's risk participation and funded participation in the Letter of Credit Obligations and Swing Line Advances being deemed "held" by such Lender for purposes of this definition), plus (c) the Canadian Outstandings held by such Lender at such time.

“Maximum Rate” means the maximum nonusurious interest rate under applicable Legal Requirement.

“Mortgage” means each mortgage or deed of trust in form reasonably acceptable to the US Administrative Agent and the US Borrower or the Canadian Administrative Agent and the Canadian Borrower, as applicable, executed by any Credit Party to secure all or a portion of the Secured Obligations.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto which is a nationally recognized statistical rating organization.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Borrower or any member of the Controlled Group is making or accruing an obligation to make contributions.

“Net Income” means, for any period and with respect to any Person, the net income (or loss) for such period for such Person on a consolidated basis after taxes as determined in accordance with GAAP, excluding, however, (a) the cumulative effect of any change in GAAP, (b) any realized or unrealized gain or loss in respect of (i) any obligation under any Hedging Arrangement as determined in accordance with GAAP and/or (i) any other derivative instrument pursuant to, in the case of this clause (i), Financial Accounting Standards Board’s Accounting Standards Codification No. 815- Derivatives and Hedging, and (c) any realized or unrealized foreign currency exchange gain or loss (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Hedging Arrangements for currency exchange risk associated with the foregoing or any other currency related risk and any gain or loss resulting from intercompany Indebtedness). For the avoidance of doubt, in determining net income, gross interest income shall be applied to increase income or decrease interest expense but not both.

“Non-Consenting Lender” means any applicable Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, as applicable, in accordance with the terms of Section 9.3 and (b) has been approved by the Majority Lenders, the US Majority Lenders or the Canadian Majority Lenders, as applicable.

“Non-Credit Party” means any Restricted Subsidiary that is not a Credit Party.

“Non-Defaulting Lender” means any Lender that is not then a Defaulting Lender.

“Non-ordinary Course Asset Sales” means (a) any sale, transfer or other Disposition made by any Restricted Entity of any business, division or enterprise, including the associated assets or operations whether in a single transaction or related series of transactions or (b) any sale, transfer or other Disposition by any Restricted Entity of the Equity Interest in any Subsidiary whether in a transaction or related series of transactions, which sale, transfer or other Disposition causes such Person to cease to be a Subsidiary hereunder.

“Notes” means the US Notes, the Canadian Notes and the Swing Line Note.

“Notice” has the meaning assigned to such term in Section 9.9(b)(ii).

“Notice of Intent to Cure” shall have the meaning set forth in Section 7.7 hereof.

“Notice of Borrowing” means a Notice of US Borrowing, a Notice of Canadian Borrowing or any notice of, or request for, a Swing Line Borrowing.

“Notice of Continuation or Conversion” means a notice of continuation or conversion signed by the applicable Borrower in substantially the same form as Exhibit F.

“Notice of Optional Payment” means a notice of payment signed by a Responsible Officer of the US Borrower in substantially the same form as Exhibit G.

“Notice of US Borrowing” means a notice of borrowing signed by the US Borrower in substantially the same form as Exhibit E-1.

“Notice of Canadian Borrowing” means a notice of borrowing signed by the Canadian Borrower in substantially the same form as Exhibit E-2.

“Obligations” means all principal, interest (including post-petition interest), fees, reimbursements, indemnifications, and other amounts now or hereafter owed by any of the Credit Parties to the Lenders, the Issuing Lender, the Swing Line Lender or the Administrative Agents under this Agreement and the Credit Documents, including, the Letter of Credit Obligations, and any increases, extensions, and rearrangements of those obligations under any amendments, supplements, and other modifications of the documents and agreements creating those obligations.

“OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising 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 Credit Document, or sold or assigned an interest in any Advance or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.14).

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate and (b) with respect to any amount denominated in any Foreign Currency, the rate of interest per annum at which overnight deposits in such Foreign Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the US Administrative Agent in the applicable offshore interbank market for such Foreign Currency to major banks in such interbank market.

“Parent” has the meaning set forth in the preamble of this Agreement.

“Participant” has the meaning assigned to such term in Section 9.7(d).

“Participant Register” has the meaning specified in Section 9.7(d).

“Participating Member State” means each state so described in any EMU Legislation.

“Patriot Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Acquisition” means an Acquisition that is permitted under Section 6.4.

“Permitted Asset Sale” means any Asset Sale that is permitted under Section 6.7.

“Permitted Debt” has the meaning set forth in Section 6.1.

“Permitted Holder” means (a) Advent International Corporation and (b) Controlled and managed funds of Advent International Corporation.

“Permitted Investments” has the meaning set forth in Section 6.3.

“Permitted Liens” has the meaning set forth in Section 6.2.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, limited liability company, limited liability partnership, unincorporated association, joint venture, or other entity, or a government or any political subdivision or agency thereof, or any trustee, receiver, custodian, or similar official.

“Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for employees of the Restricted Entities or any member of the Controlled Group and covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“Platform” has the meaning set forth in Section 9.9(b)(i).

“PPSA” means the Personal Property Security Act (Alberta) or comparable legislation in effect in any other province or territory of Canada or any regulations promulgated thereunder.

“Prime Rate” means the per annum rate of interest established from time to time by the US Administrative Agent at its principal office in San Francisco as its prime rate, which rate may not be the lowest rate of interest charged by such bank to its customers.

“Priming Liens” means materialmen’s, mechanics’, carriers’, workmen’s, landlords’, suppliers’ and repairmen’s liens, and other similar liens arising in the ordinary course of business (whether imposed by law or under customary contracts entered into in the ordinary course of business), including Liens in favor of a processor encumbering Inventory that is being processed and in possession of such processor.

“Property” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as 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.

“Rate” has the meaning set forth in Section 1.4.

“Receivables” of any Person means, at any date of determination thereof, the unpaid portion of the obligation, as stated on the respective invoice or other writing of a customer of such Person in respect of goods sold or services rendered by such Person.

“Recipient” means (a) the applicable Administrative Agent, (b) any Lender, (c) the Swing Line Lender and (d) the Issuing Lender, as applicable.

“Register” has the meaning set forth in Section 9.7(c).

“Regulations T, U, and X” means Regulations T, U, and X of the Federal Reserve Board, as each is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, representatives, agents and advisors of such Person and of such Person’s Affiliates, and each of their respective heirs, successors and assigns.

“Release” shall have the meaning set forth in CERCLA.

“Removal Closing Date” has the meaning set forth in Section 8.6(b).

“Repeat Precision Investment” means the Investment by the Borrower or any Subsidiary with one of the Borrower’s or a Subsidiary’s manufacturing partners whereby a Joint Venture was created for purposes of manufacturing parts that are used or useful in the oil field service industry, such Joint Venture including the Investment made or held by the Borrower or any Subsidiary, whether directly or indirectly, in Repeat Precision, LLC, a Texas limited liability company, and any other entities related thereto.

“Replacement Rate” means the Canadian Replacement Rate or the US Replacement Rate, as applicable.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA (other than any such event not subject to the provision for 30-day notice to the PBGC under the regulations issued under such section).

“Resignation Closing Date” has the meaning set forth in Section 8.6(a).

“Response” shall have the meaning set forth in CERCLA.

“Responsible Officer” means (a) with respect to any Person that is a corporation, such Person’s Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, or Vice President (or any other officer of such Person with responsibilities associated with the foregoing officers and who is authorized to bind such Person), (b) with respect to any Person that is a limited liability company, if such Person has officers, then such Person’s Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, or Vice President (or any other officer of such Person with responsibilities associated with the foregoing officers and who is authorized to bind such Person), and if such Person is managed by members, then the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, or Vice President of such Person’s managing member (or any other officer of such Person’s managing member with responsibilities associated with the foregoing officers and who is authorized to bind such Person), and if such Person is managed by managers, then a manager (if such manager is an individual) or the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, or Vice President of such manager (or any other officer of such Person’s manager with responsibilities associated with the foregoing officers and who is authorized to bind such Person) (if such manager is an entity), and (c) with respect to any Person that is a general partnership, limited partnership or a limited liability partnership, the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, or Vice President of such Person’s general partner or partners (or any other officer of such Person’s general partner or partners with responsibilities associated with the foregoing officers and who is authorized to bind such Person).

“Restricted Entity” means any of the Parent and its Restricted Subsidiaries, including the Borrowers.

“Restricted Payment” means, with respect to any Person, any direct or indirect dividend or distribution (whether in cash, securities or other Property) or any direct or indirect payment of any kind or character (whether in cash, securities or other Property) made in connection with the Equity Interest of such Person, including those dividends, distributions and payments made in consideration for or otherwise in connection with any retirement, purchase, redemption or other acquisition of any Equity Interest of such Person, or any options, warrants or rights to purchase or acquire any such Equity Interest of such Person; provided that the term “Restricted Payment” shall not include any (a) dividend, distribution or payment payable solely in common Equity Interests of such Person (including such distribution paid on any deemed repurchases of Equity Interests pursuant to the terms of any employee benefit plan) or (b) warrants, options or other rights to purchase such common Equity Interests.

“Restricted Subsidiary” means, as to any Person, each Subsidiary of such Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Rating Agency Group, a subsidiary of S&P Global Inc., or any successor thereof which is a national credit rating organization.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars or Canadian Dollars, immediately available funds, and (b) with respect to disbursements and payments in any other Foreign Currency, same day or other funds as may be reasonably determined by the US Administrative Agent or the Issuing Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in such Foreign Currency.

“Sanctions” has the meaning set forth in Section 4.19.

“Sanctioned Person” has the meaning set forth in Section 4.19.

“Schedule I Bank” means a bank that is a Canadian chartered bank listed on Schedule I under the Bank Act (Canada).

“Schedule II Bank” means a bank that is a Canadian chartered bank listed on Schedule II under the Bank Act (Canada).

“Schedule II/III Reference Banks” means Xxxxx Fargo Bank, N.A. Canadian Branch and such other Schedule II Banks and/or Schedule III Banks as are agreed to from time to time by the Canadian Borrower and the Canadian Administrative Agent; provided that there shall be no more than three Schedule II/III Reference Banks at any time.

“Schedule III Bank” means a bank that is a Canadian bank listed on Schedule III under the Bank Act (Canada).

“SEC” means the Securities and Exchange Commission.

“Secured Obligations” means (a) the Obligations, (b) the Banking Services Obligations and (c) the Swap Obligations (other than the Excluded Swap Obligations).

“Secured Parties” means US Secured Parties and the Canadian Secured Parties.

“Security Documents” means, collectively, the Mortgages, US Security Agreement, the Canadian Security Agreement and any and all other instruments, documents or agreements, including any agreement in respect of the Cash Collateral Account, now or hereafter executed by any Credit Party or any other Person to secure all or a portion of the Secured Obligations.

“Serial Number” means a serial number within the meaning of the PPSA in effect in the province of Alberta.

“Solvent” means, as to any Person, on the date of any determination (a) the sum of the debt (including, without limitation, contingent liabilities) of such Person and its Restricted Subsidiaries, on a consolidated basis, does not exceed the fair value of the present assets of such Person and its Restricted Subsidiaries, on a consolidated basis; (b) the present fair salable value of the assets of such Person and its Restricted Subsidiaries is not less than the amount that will be required to pay the probable liability of such Person and its Restricted Subsidiaries on their debts (including, without limitation, contingent liabilities) as they become absolute and matured; (c) the capital of such Person and its Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to the business and transactions of the Parent or its Restricted Subsidiaries, on a consolidated basis, contemplated as of the date hereof; (d) such Person and its Subsidiaries, on a consolidated basis, do not intend to incur, or believe that they will incur, debts (including, without limitation, current obligations and contingent liabilities) beyond their ability to pay such debt as they mature in the ordinary course of business; and (e) such Person and its Restricted Subsidiaries have not transferred, concealed or removed assets with the intent to hinder, delay or defraud any creditor of such Person. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Information” has the meaning set forth in Section 9.8.

“Specified Transaction” means, with respect to any measurement period, (a) the Transactions, (b) any proposed or actual, as applicable, Acquisition or Non-ordinary Course Asset Sale, (c) any Disposition of all or substantially all of the assets or Equity Interests of a Restricted Subsidiary not prohibited by this Agreement or (d) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary.

“Specified Event of Default” means any Event of Default occurring under (a) Section 7.1(a), (b) Section 7.1(c)(i) as result of a breach under Section 6.16, or (c) Section 7.1(g).

“Subject Lender” has the meaning set forth in Section 2.14.

“Subordinated Debt” means any Debt of the Parent or its Subsidiaries to the extent permitted under Section 6.1(n) and so long as (a) such Debt is unsecured, (b) the scheduled maturity date for such Debt is at least six months past the later of the Maturity Date, as such date is in effect at the time such Debt is incurred, (c) such Debt has no amortization, scheduled prepayments or other mandatory payments other than at the scheduled maturity date therefor and other than any AHYDO “catch-up” payment, (d) such Debt has no cash interest payments, and (e) such Debt is subject to the subordination terms set forth in Schedule 6.19 attached hereto; provided that, (i) such Debt may permit interest payments paid in kind, (ii) such Debt may be convertible into common Equity Interests of the Person issuing such Debt or common Equity Interests of Parent, and (iii) so long as no Default exists or would arise therefrom, such Debt may be prepaid with Equity Issuance Proceeds and the interest accrued on the principal amount so prepaid may be paid with Equity Issuance Proceeds.

“Subsidiary” means, with respect to any Person (the “holder”) at any date, any corporation, limited liability company, partnership, association or other entity, a majority of whose outstanding Voting Securities shall at any time be owned by the holder or one more Subsidiaries of the holder. Unless expressly provided otherwise, all references herein and in any other Credit Document to any “Subsidiary” or “Subsidiaries” means a Subsidiary or Subsidiaries of the Parent.

“Swap Counterparty” means any counterparty to a Hedging Arrangement with any Credit Party; provided that (a) such counterparty is a Lender or an Affiliate of a Lender at the time such Hedging Arrangement is entered into or (b) such Hedging Arrangement was entered into prior to the Closing Date and such counterparty was a Lender or an Affiliate of a Lender on the Closing Date.

“Swap Obligations” means the obligations of any Credit Party owing to any Swap Counterparty under any Hedging Arrangement; provided that (a) when any Swap Counterparty assigns or otherwise transfers any interest held by it under any Hedging Arrangement to any other Person pursuant to the terms of such agreement, the obligations thereunder shall constitute Swap Obligations only if such assignee or transferee is also then a Lender or an Affiliate of a Lender and (b) if a Swap Counterparty ceases to be a Lender or an Affiliate of a Lender hereunder, obligations owing to such Swap Counterparty shall be included as Swap Obligations only to the extent such obligations arise from transactions under such individual Hedging Arrangements (and not the Master Agreement between such parties) entered into prior to the time such Swap Counterparty ceases to be a Lender or an Affiliate of a Lender hereunder, without giving effect to any extension, increases, or modifications thereof which are made after such Swap Counterparty ceases to be a Lender or an Affiliate of a Lender hereunder.

“Swap Termination Value” means, in respect of any one or more Hedging Arrangements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Arrangements, (a) for any date on or after the date such Hedging Arrangements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date

prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Hedging Arrangements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Arrangements (which may include a Lender or any Affiliate of a Lender).

“Swing Line Advance” means an advance by the Swing Line Lender to the US Borrower as part of a Swing Line Borrowing.

“Swing Line Borrowing” means the Borrowing consisting of a Swing Line Advance made by the Swing Line Lender pursuant to Section 2.3 or, if an AutoBorrow Agreement is in effect, any transfer of funds pursuant to such AutoBorrow Agreement.

“Swing Line Lender” means Xxxxx Fargo.

“Swing Line Note” means the promissory note made by the US Borrower payable to the Swing Line Lender evidencing the indebtedness of the US Borrower to the Swing Line Lender resulting from Swing Line Advances in substantially the same form as Exhibit D-3.

“Swing Line Payment Date” means (a) if an AutoBorrow Agreement is in effect, the earliest to occur of (i) the date required by such AutoBorrow Agreement, (ii) two Business Days after demand is made by the Swing Line Lender and (iii) the Maturity Date, or (b) if an AutoBorrow Agreement is not in effect, the earlier to occur of (i) two Business Days after demand is made by the Swing Line Lender and (ii) the Maturity Date.

“Swing Line Sublimit Amount” means $5,000,000; provided that, on and after the Maturity Date, the Swing Line Sublimit Amount shall be zero.

“Tax Act” means the Income Tax Act (Canada).

“Taxes” means all present or future taxes and other levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority that are in the nature of a tax, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the date on which all of the following events shall have occurred: (a) the termination of all Commitments, (b) the termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Issuing Lender have been made), and (c) the payment in full of all outstanding Advances, Letter of Credit Obligations (other than with respect to Letters of Credit as to which other arrangements reasonably satisfactory to the Issuing Lender have been made) and all other Obligations payable under this Agreement and under any other Credit Document (other than contingent indemnification or expense reimbursement obligations for which no claim has been made); provided that, if any Commitment is thereafter reinstated or any such terminated Letter of Credit is reinstated or any such payment of any Obligation is thereafter is rescinded or must be otherwise restored by any holder of any of the Obligations, then the “Termination Date” is deemed not to have occurred.

“Termination Event” means (a) a Reportable Event with respect to a Plan, (b) the withdrawal of any Borrower or any member of the Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041(c) of XXXXX,

(x) the institution of proceedings to terminate a Plan by the PBGC, or (e) the appointment of, or the filing of an application for the appointment of, a trustee to administer any Plan pursuant to Section 4042(b) of ERISA.

“Transactions” means, collectively, (a) the closing of this Agreement on the Closing Date, and (b) the payment of fees, commissions and expenses in connection with each of the foregoing.

“Total Consideration” means, as to any Acquisition, the consideration in relation thereto paid in cash, Equity Interests, Debt, any other assumed liabilities (other than operating lease obligations and unknown contingent liabilities), other assets owned prior to the consummation of such Acquisition, or earn-outs, but excluding the value of any Equity Interests of the Parent (or any direct or indirect parent company) and the proceeds of issuances of Equity Interests of, or contributions to the equity of, the Parent.

“Type” has the meaning set forth in Section 1.4.

“Unrestricted Subsidiary” means (a) any Subsidiary of the Parent that is designated by a Responsible Officer of the Parent as an Unrestricted Subsidiary in accordance with Section 5.11, but only to the extent that: (i) except as permitted by Article 6, such Subsidiary is not party to any agreement, contract, arrangement or understanding with any Restricted Entity; (ii) except as permitted by Section 6.3, such Subsidiary is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iii) such Subsidiary has not been re-designated as a Restricted Subsidiary under Section 5.11, and (b) any Subsidiary of a Subsidiary that becomes an Unrestricted Subsidiary pursuant to the preceding clause (a); provided that such Subsidiary of the Unrestricted Subsidiary must also comply with the preceding conditions.

“US” means the United States of America.

“US Administrative Agent” means Xxxxx Fargo Bank, National Association.

“US Advance” means any advance made by a US Facility Lender or the Swing Line Lender to the US Borrower as part of a US Borrowing.

“US Asset Coverage Ratio” means, as of any date of determination, (a) the sum of (i) 80% of the Eligible US Receivables and (ii) 50% of the Eligible US Inventory to (b) the US Outstandings on such date of determination.

“US Base Rate Advance” means an Advance that bears interest at the Adjusted Base Rate.

“US Borrowing” means a US Revolving Borrowing or a Swing Line Borrowing.

“US Commitment” means, for each US Facility Lender, the obligation of such US Facility Lender to advance to the US Borrower the amount set forth opposite such US Facility Lender’s name on Schedule II as its US Commitment, or if such US Facility Lender has entered into any Assignment and Acceptance, set forth for such US Facility Lender as its US Commitment in the Register, as such amount may be reduced pursuant to Section 2.1(c)(i) or (d) or increased pursuant to Section 2.17; provided that, after the Maturity Date, the US Commitment for each US Facility Lender shall be zero. The aggregate amount of all US Commitments on the Closing Date is $50,000,000.00.

“US Collateral” means all “Collateral” or “Mortgaged Property” or similar terms used in the US Security Documents and Mortgages pertaining to US real property, as applicable. The US Collateral shall not include any Excluded Properties (US).

“US Credit Party” means the US Borrower and each US Guarantor.

“US Facility” means, collectively, (a) the revolving credit facility described in Section 2.1(a), (b) the swing line subfacility provided by the Swing Line Lender described in Section 2.3 and (c) the letter of credit subfacility provided or deemed to be provided by the Issuing Lender described in Section 2.2.

“US Facility Lenders” means Lenders having a US Commitment, or if such US Commitments have been terminated, Lenders that are owed US Advances and that hold any risk participation or funded participation in any Letter of Credit Exposure.

“US Guarantors” means the Persons (other than Foreign Subsidiaries) that now or hereafter executes the Guaranty or a joinder or supplement thereto, including the Parent and the Intermediate Parent.

“US Majority Lenders” means (a) at any time when there are more than two US Facility Lenders, two or more US Facility Lenders holding greater than 50% of the sum of the unutilized US Commitments plus the US Outstandings (with the aggregate amount of each US Facility Lender's risk participation and funded participation in the Letter of Credit Obligations and Swing Line Advances being deemed “held” by such US Facility Lender for purposes of this definition) and (b) at any time when there are one or two US Facility Lenders, all US Facility Lenders; provided that, (i) in any event, if there are two or more US Facility Lenders, the US Commitment of, and the portion of the Advances and Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of US Majority Lenders unless all US Facility Lenders are Defaulting Lenders, (ii) for purposes of this definition, Fronting Exposure as to Letters of Credit or Swing Line Advances which has not been reallocated or Cash Collateralized in accordance with Section 2.16 shall be deemed to be held by the Lender that is US Issuing Lender in the case of the Letters of Credit and by the Lender that is the Swing Line Lender in the case of Swing Line Advances, and (iii) the aggregate Maximum Exposure Amount of any Lender and its Affiliates shall be treated as the Maximum Exposure Amount of one Lender for purposes of this definition.

“US Note” means a promissory note made by the US Borrower payable to a US Facility Lender in the amount of such US Facility Lender’s US Commitment, in substantially the same form as Exhibit D-1.

“US Outstandings” means, as of any date of determination, the sum of (a) the Dollar Equivalent of the aggregate outstanding amount of all US Advances plus (b) the Letter of Credit Exposure plus (c) the aggregate outstanding amount of all Swing Line Advances.

“US Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“US Pro Rata Share” means, at any time with respect to any US Facility Lender, (i) the ratio (expressed as a percentage) of such US Facility Lender’s US Commitment at such time to the aggregate US Commitments at such time, (ii) if all of the US Commitments have been terminated, the ratio (expressed as a percentage) of such US Facility Lender’s aggregate outstanding US Advances at such time to the total aggregate outstanding US Advances at such time, or (iii) if no US Advances are then

outstanding, then “US Pro Rata Share” shall mean the “US Pro Rata Share” most recently in effect, after giving pro forma effect to any Assignment and Acceptances.

“US Replacement Rate” has the meaning set forth in Section 2.4(c)(xiv).

“US Revolving Borrowing” means a borrowing consisting of simultaneous US Advances of the same Type made by the US Facility Lenders pursuant to Section 2.1(a) or Converted by each US Facility Lender to US Advances of a different Type pursuant to Section 2.4(b).

“US Secured Parties” means the US Administrative Agent, the Swing Line Lender, the Issuing Lender, the other US Facility Lenders, the Banking Services Providers and Swap Counterparties who are owed any US Secured Obligations.

“US Security Agreement” means the pledge and security agreement, substantially in the form of Exhibit H-1.

“US Security Documents” means the US Security Agreement, and each other Security Document to which the US Borrower, any other US Guarantor is a party and that purports to xxxxx x Xxxx in the assets of any such Person in favor of the US Administrative Agent for the benefit of the Secured Parties.

“US Secured Obligations” means Secured Obligations that are owing by the US Borrower or any US Guarantor.

“US Subsidiary” means any Subsidiary of Parent organized under the laws of any State of the US or the District of Columbia.

“US Tax Compliance Certificate” has the meaning assigned to such term in Section 2.13(g).

“VIN” means a vehicle identification number.

“Voting Securities” means (a) with respect to any corporation, capital stock of the corporation having general voting power under ordinary circumstances to elect directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have special voting power or rights by reason of the happening of any contingency), (b) with respect to any partnership, any partnership interest or other ownership interest having general voting power to elect the general partner or other management of the partnership or other Person, and (c) with respect to any limited liability company, membership certificates or interests having general voting power under ordinary circumstances to elect managers of such limited liability company.

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association.

“Xxxxx Fargo Canada” means Xxxxx Fargo Bank, National Association, Canadian Branch.

“Xxxxx Fargo Parties” means Xxxxx Fargo, Xxxxx Fargo Canada and Xxxxx Fargo Securities, LLC.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2. Computation of Time Periods. In this Agreement and in the other Credit Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.3. Accounting Terms; Changes in GAAP.

(a) Unless otherwise indicated, all calculations of financial ratios (and the financial definitions and other financial calculations used in any financial ratio whether for covenant compliance or the determination of the Applicable Margin) and all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP in effect from time to time applied on a consistent basis with those applied in the preparation of the audited Financial Statements referred to in Section 4.4, subject to clause (c) below.

(b) All Financial Statements of the Parent and all calculations of financial ratios (and the financial definitions and other financial calculations used in any financial ratio whether for covenant compliance or the determination of the Applicable Margin) shall be based upon the consolidated accounts of the Restricted Entities, which, for the avoidance of doubt, shall exclude (i) the accounts of any Person which would be consolidated with the Parent in the Parent’s consolidated Financial Statements if such Financial Statements were prepared in accordance with GAAP but a majority of such Person’s Voting Securities are not owned by a Restricted Entity and (ii) the accounts of any Unrestricted Subsidiary.

(c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the US Borrower or the Majority Lenders shall so request, the Administrative Agents, the Lenders and the US Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the US Borrower shall provide to the US Administrative Agent Financial Statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(d) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, for purposes of compliance with the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases under GAAP as in effect on December 31, 2017 in a manner consistent with the treatment of such leases under GAAP as in effect on December 31, 2017, notwithstanding any modifications or interpretive changes thereto (including ASC 842) that have occurred or may occur thereafter.

Section 1.4. Classes and Types of Advances. Advances are distinguished by “Class” and “Type”. The “Class” of an Advance refers to the determination of whether such Advance is a US Advance, a Canadian Advance or a Swing Line Advance. The “Type”, when used in respect of any Advance or Borrowing, refers to the Rate (as defined below) by reference to which interest on such Advances or on the Advances comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Eurocurrency Rate, the Adjusted Base Rate, the CDOR Rate, the Canadian (Cdn) Base Rate, Canadian (US) Base Rate, and the Discount Rate applicable to Bankers’ Acceptances and B/A Equivalent Advances.

Section 1.5. Miscellaneous. Article, Section, Schedule, and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and

agreements (including this Agreement or any other Credit Document) are references to such instruments, documents, contracts, and agreements as the same may be amended, restated, amended and restated, supplemented, and otherwise modified from time to time, unless otherwise specified and shall include all schedules and exhibits thereto unless otherwise specified. Any reference herein to any Legal Requirement shall be construed as referring to such Legal Requirement as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (subject to the restrictions contained herein). The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement or in any other Credit Document shall refer to this Agreement or such other Credit Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Credit Document, as the case may be. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 1.6. Foreign Currency.

(a) Exchange Rates; Currency Equivalents.

(i) On each Computation Date, the US Administrative Agent shall determine the Agent’s Exchange Rate as of such Computation Date and deliver to the Issuing Lender and the US Borrower in writing the effective Agent’s Exchange Rate and the Dollar Equivalent amount of such determination. The Agent’s Exchange Rate so determined shall become effective as of such Computation Date and shall remain effective through the next succeeding Computation Date.

(ii) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Advance or the issuance, amendment or extension of a Letter of Credit, an amount (such as a required minimum or multiple amount) is expressed in Dollars, but such Borrowing, Advance or Letter of Credit is denominated in a Foreign Currency, such amount shall be the equivalent in a Foreign Currency of such amount determined at the Exchange Rate for the purchase of such Foreign Currency with Dollars, as determined by the Administrative Agent on the Computation Date applicable to such amount (rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward).

(b) Notwithstanding the foregoing, for purposes of any determination under Article 5 (other than the Financial Statements and the calculation of the financial ratios for purposes of the Compliance Certificate), Article 6 (other than Section 6.16) or Article 7, in each case, with respect to the amount of any Debt (including the refinancing or replacement of such Debt), Lien, Investment, Acquisition, contractual restriction, Disposition, Restricted Payment, affiliate transaction, sale and leaseback transaction, operating lease, Debt prepayment or other transaction, event or circumstance, or any other determination under any other provision of this Agreement expressly requiring the use of a current exchange rate (any of the foregoing, a “subject transaction”) in a currency other than Dollars, (i) the Dollar Equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted under the heading “Foreign Exchange Rates” on xxx.xxxxxxxxx.xxx (or, only in the event that the “Foreign Exchange Rates” are not available on xxx.xxxxxxxxx.xxx, by reference to such other publicly available service for displaying exchange rates as may be agreed up by the US Administrative Agent and the US Borrower (it being understood that the US Administrative Agent consents to xxx.xxxxxxx.xxx for such purpose) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such specified transaction. For purposes of delivering Financial Statements under Section 5.2, the US Borrower shall (i) use the rate of exchange quoted under

the heading “Foreign Exchange Cross Rates” on xxx.xxxxxxxxx.xxx (or, only in the event that the “Foreign Exchange Cross Rates” are not available on xxx.xxxxxxxxx.xxx, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the US Administrative Agent and the US Borrower (it being understood that the US Administrative Agent consents to xxx.xxxxxxx.xxx for such purpose), (ii) expressly state in such Financial Statements the applicable exchange rate being applied and (iii) use the same exchange rate for Financial Statements and other financial information that cover the same period. For purposes of calculating the financial ratios under Section 6.16, on any date of determination, amounts in currencies other than Dollars (whether included in the numerator or the denominator (or both) of such financial ratios) shall be translated into Dollars at the currency exchange rate used in preparing the Financial Statements as provided above, and will, in the case of Debt, reflect the currency effects, determined in accordance with GAAP, of Hedging Arrangements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent of such Debt.

(c) With respect to any US Borrowing denominated or requested to be denominated in any Foreign Currency or any issuance of a Letter of Credit denominated or requested to be denominated in any Foreign Currency, if (i) there shall occur, on or prior to the date of such proposed Borrower or issuance, any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls or currency controls or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, and which (x) would in the reasonable opinion of the US Administrative Agent or the US Majority Lenders, make it impracticable or illegal for such Borrowing or such Letter of Credit to be denominated in such Foreign Currency or (y) make such Foreign Currency not freely transferable and convertible into Dollars in the London, Canadian or US foreign exchange market, or (ii) in the reasonable determination of the US Administrative Agent, a Dollar Equivalent of such currency is not readily calculable, then the US Administrative Agent shall give notice thereof to the US Borrower and the Lenders, and the right of the Borrowers to select US Advances in such Foreign Currency for any US Borrowing and to have Letters of Credit denominated in such Foreign Currency shall be suspended, and such Foreign Currency shall cease to be a “Designated Currency”, until the US Administrative Agent shall notify the US Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each US Advance comprising any pending requested Borrowing shall be made in the Dollar Equivalent of the originally requested US Advance and each pending requested Letter of Credit shall be issued in the Dollar Equivalent of the face amount of the originally proposed Letter of Credit.

(d) If any currency shall cease to be a Designated Currency as provided above, then promptly, but in any event within five (5) Business Days of receipt of the notice from the US Administrative Agent provided for in such sentence, the applicable Borrower shall repay all Advances funded and denominated in such affected currency or Convert such Advances into Advances in Dollars or another Designated Currency, subject to the other terms set forth in Article 2.

Section 1.7. Pro Forma Calculations. For purposes of all financial ratios and testing the covenants set forth in Section 6.16 or to determine whether a condition to a specific action has been or will be satisfied, such calculation shall be made after giving effect to any Specified Transaction as follows: (a) consolidated Net Income and EBITDA shall be calculated on a pro forma basis for such event as set forth in the definition of EBITDA and (b) any Debt or other liabilities to be incurred or assumed or repaid or retired in connection therewith shall be deemed to have been consummated and incurred, assumed, repaid or retired as of the first day of the applicable measurement period with respect to such covenant, test or condition (and assuming all Debt so incurred or assumed bears interest during any portion of the applicable measurement period prior to the relevant event (i) in the case of fixed rate Debt,

at the rate applicable thereto, or (ii) in the case of floating rate Debt, at the rates in effect on the date of determination).

Section 1.8. Non‑Business Day Payments and Performance. Whenever any payment or the performance of any obligation or covenant hereunder or under any other Credit Document shall be stated to be due on a day other than a Business Day, payment or performance of such obligation or covenant shall be made on the next succeeding Business Day, and, if applicable, such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided that if such extension would cause payment of interest on or principal of Eurocurrency Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

Section 1.9. Several Obligations of Borrowers. The guarantee obligations of the Canadian Borrower under its guarantee of the Canadian Secured Obligations and the US Borrower's guaranty obligations to guarantee the Canadian Borrower’s obligations, the obligations of the Borrowers to pay the principal of, interest on, and fees associated with each Advance and each Letter of Credit are several and not joint, and the Canadian Borrower and the other Foreign Subsidiaries shall not be liable for any obligations of the US Borrower hereunder.

Section 1.10. Divisions. For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE 2
CREDIT FACILITIES

Section 2.1. US and Canadian Commitments.

(a) US Commitment. Each US Facility Lender severally agrees, on the terms and conditions set forth in this Agreement, to make US Advances to the US Borrower in the requested Designated Currency from time to time on any Business Day during the period after the Closing Date until the Maturity Date; provided that after giving effect to such US Advances (i) the US Outstandings shall not exceed the aggregate US Commitments in effect at such time, (ii) the US Outstandings denominated in any Foreign Currency shall not exceed $25,000,000 in the aggregate and (iii) such US Advances shall be denominated and funded in the applicable Designated Currency. Each US Borrowing shall (A) if comprised of Base Rate Advances be in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof (or the remaining amount of the US Commitments, if less), (B) if comprised of Eurocurrency Advances be in an aggregate amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof (or the remaining amount of the US Commitments, if less), and (C) consist of US Advances of the same Type made on the same day by the US Facility Lenders ratably according to their respective US Commitments. Within the limits of each Lender’s US Commitment, the US Borrower may from time to time borrow, prepay pursuant to Section 2.5, and reborrow under this Section 2.1(a).

(b) Canadian Commitment. Each Canadian Facility Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Canadian Advances to the Canadian Borrower in the requested Designated Currency from time to time on any Business Day during the period from the Closing Date until the Maturity Date; provided that after giving effect to such Canadian Advances, (i) the

Canadian Outstandings shall not exceed the aggregate Canadian Commitments in effect at such time and (ii) such Canadian Advances shall be denominated and funded in the applicable Designated Currency. Each Canadian Borrowing shall (A) if comprised of Canadian (Cdn) Base Rate Advances be in an aggregate amount not less than C$500,000 and in integral multiples of C$100,000 in excess thereof (or the remaining amount of the Canadian Commitments, if less), (B) if comprised of Canadian (US) Base Rate Advances be in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof (or the remaining amount of the Canadian Commitments, if less), (C) if comprised of B/A Advances be in such minimum amounts as required under Section 2.18, (D) if comprised of Eurocurrency Advances be in an aggregate amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof (or the remaining amount of the Canadian Commitments, if less), and (E) consist of Canadian Advances of the same Type made on the same day by the Canadian Facility Lenders ratably according to their respective Canadian Commitments. Within the limits of each Lender’s Canadian Commitment, the Canadian Borrower may from time to time borrow, prepay pursuant to Section 2.5, and reborrow under this Section 2.1(b).

(i) US Commitments. The US Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the US Administrative Agent, to terminate in whole or reduce in part the unused portion of the US Commitments; provided that each partial reduction shall be in a minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof (or the remaining amount of the US Commitments, if less). Any reduction or termination of the US Commitments pursuant to this Section 2.1(c)(i) shall be applied ratably to each US Facility Lender’s US Commitment and shall be permanent, with no obligation of the US Facility Lenders to reinstate such US Commitments, and the applicable Commitment Fees shall thereafter be computed on the basis of the US Commitments, as so reduced; provided that a notice of termination of the US Commitments delivered by the US Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the US Borrower (by notice to the US Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(ii) Canadian Commitments. The Canadian Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the Canadian Administrative Agent, to terminate in whole or reduce in part the unused portion of the Canadian Commitments; provided that each partial reduction shall be in a minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Canadian Commitments, if less). Any reduction or termination of the Canadian Commitments pursuant to this Section 2.1(c)(ii) shall be applied ratably to each Canadian Facility Lender’s Canadian Commitment and shall be permanent, with no obligation of the Canadian Facility Lenders to reinstate such Canadian Commitments, and the applicable Commitment Fees shall thereafter be computed on the basis of the Canadian Commitments, as so reduced; provided that a notice of termination of the Canadian Commitments delivered by the Canadian Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Canadian Borrower (by notice to the Canadian Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(d) Termination of Defaulting Lender Commitments. (i) The US Borrower may terminate the unused amount of the US Commitment of any US Facility Lender that is a Defaulting Lender and (ii) the Canadian Borrower may terminate the Canadian Commitment of any Canadian Facility Lender that is a Defaulting Lender, in each case, upon not less than two Business Days’ prior notice to the applicable

Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(a)(ii) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (A) no Event of Default shall have occurred and be continuing, and (B) such termination shall not be deemed to be a waiver or release of any claim the Borrowers, either Administrative Agent, Issuing Lender, the Swing Line Lender or any Lender may have against such Defaulting Lender.

(e) Evidence of Debt. The Advances made by each Lender (including the Swing Line Advances made by each Swing Line Lender), shall be evidenced by one or more accounts or records maintained by such Lender and by the applicable Administrative Agent in the ordinary course of business. The accounts or records maintained by applicable Administrative Agent and the applicable Lenders shall be conclusive absent manifest error of the amount of the Advances made by such Lenders to the applicable Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the applicable Administrative Agent in respect of such matters, the accounts and records of the applicable Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to the applicable Borrower made through the applicable Administrative Agent, such Borrower shall execute and deliver to such Lender (through the applicable Administrative Agent) a US Note or a Canadian Note, as applicable, which shall evidence such Lender’s applicable Advances to the applicable Borrower in addition to such accounts or records. Upon the request of the Swing Line Lender to the US Borrower, the US Borrower shall execute and deliver to the Swing Line Lender the Swing Line Note which shall evidence the applicable Swing Line Advances to the US Borrower in addition to such accounts or records. Each Lender may attach schedules to such Notes and endorse thereon the date, Type (if applicable), amount, and maturity of its Advances and payments with respect thereto. In addition to the accounts and records referred to in the immediately preceding sentences, each US Facility Lender, the Issuing Lender and US Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the US Administrative Agent and the accounts and records of any Lender (other than the Issuing Lender) in respect of such matters, the accounts and records of the US Administrative Agent shall control in the absence of manifest error. In the event of any conflict among the accounts and records maintained by the US Administrative Agent, the accounts and records maintained by the Issuing Lender as to Letters of Credit issued by it, and the accounts and records of any other Lender in respect of such matters, the accounts and records of the Issuing Lender shall control in the absence of manifest error.

Section 2.2. Letters of Credit

(a) Commitment for Letters of Credit. Each of the parties hereto agrees that as of the Closing Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under the US Facility, and shall be governed by the terms and conditions of, this Agreement. Subject to the terms and conditions set forth in this Agreement, the Issuing Lender agrees, in reliance upon the agreements of the other US Facility Lenders set forth in this Section 2.2, from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue, increase or extend the expiration date of, Letters of Credit for the account of the US Borrower or any of its Subsidiaries, provided that the Issuing Lender shall be under no obligation to issue, increase or extend any Letter of Credit if:

(i) such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed the Letter of Credit Maximum Amount or (B) aggregate US Outstandings to exceed aggregate US Commitments;

(ii) such Letter of Credit has an expiration date later than the earlier of (A) one year after its issuance or extension and (B) five Business Days prior to the Maturity Date (an “Acceptable Letter of Credit Maturity Date”); provided that, (1) if the US Commitments are terminated in whole pursuant to Section 2.1(c)(i), the US Borrower shall either (A) deposit into the Cash Collateral Account cash in an amount equal to 105% of the Letter of Credit Exposure for the Letters of Credit which have an expiry date beyond the date the US Commitments are terminated or (B) provide a replacement letter of credit (or other security) reasonably acceptable to the US Administrative Agent and the Issuing Lender in an amount equal to 105% of the Letter of Credit Exposure, and (2) any such Letter of Credit with a one-year tenor may expressly provide for an automatic extension of one additional year so long as such Letter of Credit expressly allows the Issuing Lender, at its sole discretion, to elect not to provide such extension; provided that, in any event, such automatic extension may not result in an expiration date that occurs after the fifth Business Day prior to the Maturity Date;

(iii) such Letter of Credit is not a standby or documentary letter of credit;

(iv) such Letter of Credit is not in form and substance acceptable to the Issuing Lender in its sole discretion;

(v) the US Borrower has not delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts or is inconsistent with the terms of this Agreement or any other Credit Document, the terms of this Agreement or such other Credit Document shall control; provided further that, the inclusion in such Letter of Credit Application of terms and provisions, and rights or remedies in favor of the Issuing Lender, which are not addressed in this Agreement or any Credit Document shall not be deemed to be in conflict or inconsistent with this Agreement or any Credit Document;

(vi) such Letter of Credit is not governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender;

(vii) any order, judgment or decree of any Governmental Authority or arbitrator shall not by its terms purport to enjoin or restrain the Issuing Lender from issuing, increasing or extending such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, increase or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it;

(viii) the issuance, increase or extension of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;

(ix) if any US Facility Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation obligation has been funded by it, Cash Collateralized or reallocated to other Lenders pursuant to Section 2.15;

(x) Letter of Credit is to be denominated in a currency other than Dollars or Canadian Dollars;

(xi) such Letter of Credit supports the obligations of any Person in respect of (x) a lease of real property or (y) an employment contract if the Issuing Lender reasonably determines that the US Borrower’s obligation to reimburse any draws under such Letter of Credit may be limited;

(xii) such issuance or increase of such Letter of Credit would cause the aggregate US Outstandings denominated in any Foreign Currency to exceed $25,000,000; or

(xiii) the beneficiary of such Letter of Credit is a Sanctioned Person.

(b) Requesting Letters of Credit. Each Letter of Credit (other than with respect to the issuance of any Existing Letter of Credit and any extension of any Existing Letter of Credit that occurred prior to the Closing Date) shall be issued or amended, as the case may be, pursuant to a Letter of Credit Application given by the US Borrower to the US Administrative Agent and the Issuing Lender by facsimile, electronic mail or other writing not later than 11:00 a.m. (Houston, Texas, time) on the third Business Day before the proposed date of issuance or amendment for the Letter of Credit. Each Letter of Credit Application shall be fully completed and shall specify the information required therein and shall include the requested Designated Currency of such Letter of Credit. If the US Borrower shall fail to specify a currency for any Letter of Credit, then such Letter of Credit shall be made in Dollars. Each Letter of Credit Application shall be irrevocable and binding on the US Borrower. Subject to the terms and conditions hereof, the Issuing Lender shall before 2:00 p.m. (Houston, Texas, time) on the issuance or amendment date set forth in such Letter of Credit Application issue or amend such Letter of Credit to the beneficiary of such Letter of Credit. Each Letter of Credit shall be issued in the requested Designated Currency.

(i) In the event of any drawing under any Letter of Credit, the Issuing Lender shall promptly notify the US Borrower and the US Administrative Agent. With respect to any Letter of Credit, in accordance with the related Letter of Credit Application, the US Borrower agrees to pay on demand to the US Administrative Agent on behalf of the Issuing Lender an amount equal to any amount paid by the Issuing Lender under such Letter of Credit; provided that, the US Borrower shall pay such amounts on the day of demand if notice of such drawing and demand for payment is prior to 2:00 p.m. (Houston, Texas time) on a Business Day and if such notice is after 2:00 p.m. (Houston, Texas time), the US Borrower shall pay such amounts owed to the Issuing Lender on the following Business Day; provided further that, in any event, such amount paid by the Issuing Lender under such Letter of Credit shall accrue interest at the interest rate applicable to US Advances that are US Base Rate Advances until such amount is reimbursed by the US Borrower (including by receipt of proceeds from US Advances), subject to Section 2.8(f). In the event an Issuing Lender makes a payment pursuant to a request for draw presented under a Letter

of Credit and such payment is not promptly reimbursed by the Borrower as required herein, such Issuing Lender shall give notice of such payment to the Administrative Agent (which the Administrative Agent will promptly forward to the US Facility Lenders). Upon the Issuing Lender’s demand for payment under the terms of a Letter of Credit Application, the US Borrower may, with a written notice, request that the US Borrower’s obligations to the Issuing Lender thereunder be satisfied with the proceeds of a US Advance consisting of (i) for unreimbursed drawings under Letters of Credit denominated in Dollars or in a Foreign Currency which ceased to be a Designated Currency, US Advances that are Base Rate Advances, and (ii) for unreimbursed drawings under Letters of Credit denominated in Foreign Currencies, Eurocurrency Rate Advances in such Foreign Currency and in the amount of such unreimbursed amount with an Interest Period of one month; provided that, if the US Commitments have terminated or otherwise expired, such Eurocurrency Rate Advances shall bear interest at the overnight Eurocurrency Rate, and in any event, notwithstanding any minimum size or increment limitations on individual US Advances. Furthermore if, after the issuance of any Letter of Credit denominated in a Foreign Currency, such currency ceases to be Designated Currency as provided herein, then all payments to be made by the US Borrower hereunder in such currency shall instead be made when due (either directly by the Borrower or through a deemed borrowing under clause (i) below) in Dollars in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. If the US Borrower does not make such request and does not otherwise make the payments demanded by the Issuing Lender as required under this Agreement or the Letter of Credit Application, then the US Borrower shall be deemed for all purposes of this Agreement to have requested such Advances and the transfer of the proceeds thereof to satisfy the US Borrower’s obligations to the Issuing Lender, and the US Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the US Facility Lenders to make such US Advance, to transfer the proceeds thereof to the Issuing Lender in satisfaction of such obligations, and to record and otherwise treat such payments as a US Advances to the US Borrower. The US Administrative Agent and the US Facility Lenders may record and otherwise treat the making of such Borrowing as the making of a US Borrowing to the US Borrower under this Agreement as if requested by the US Borrower. Nothing herein is intended to release the US Borrower’s obligations under any Letter of Credit Application, but only to provide an additional method of payment therefor. The making of any Borrowing under this Section 2.2(c) shall not constitute a cure or waiver of any Default, other than the payment Default which is satisfied by the application of the amounts deemed advanced hereunder (which shall be cured upon such advance), caused by the US Borrower’s failure to comply with the provisions of this Agreement or the Letter of Credit Application.

(ii) Each US Facility Lender (including the US Facility Lender acting as the Issuing Lender) shall, upon notice from the US Administrative Agent that the US Borrower has requested a US Advance pursuant to Section 2.4 and regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.4, or (C) a Default exists, make funds available to the US Administrative Agent for the account of the Issuing Lender in an amount equal to such US Facility Lender’s US Pro Rata Share of the amount of such US Advance not later than 1:00 p.m. on the Business Day specified in such notice by the US Administrative Agent, whereupon each US Facility Lender that so makes funds available shall be deemed to have made a US Advance to the US Borrower in such amount. The US Administrative Agent shall remit the funds so received to the Issuing Lender.

(iii) If any such US Facility Lender shall not have so made its US Advance available to the US Administrative Agent pursuant to this Section 2.2, such US Facility Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Overnight Rate for such day for the first three days and thereafter the interest rate applicable to the US Advance and (B) the Maximum Rate. Whenever, at any time after the US Administrative Agent has received from any US Facility Lender such US Facility Lender’s US Advance, the US Administrative Agent receives any payment on account thereof, the US Administrative Agent will pay to such US Facility Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such US Facility Lender’s US Advance was outstanding and funded), which payment shall be subject to repayment by such US Facility Lender if such payment received by the US Administrative Agent is required to be returned. Each US Facility Lender’s obligation to make the US Advance pursuant to this Section 2.2 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such US Facility Lender or any other Person may have against the Issuing Lender, the US Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the US Commitments; (3) any breach of this Agreement by any Credit Party or any other US Facility Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(d) Participations. Upon the date of the issuance or increase of a Letter of Credit or the deemed issuance of the Existing Letters of Credit hereunder, the Issuing Lender shall be deemed to have sold to each other US Facility Lender and each other US Facility Lender shall have been deemed to have purchased from the Issuing Lender a participation in the related Letter of Credit Obligations equal to such US Facility Lender’s US Pro Rata Share at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement. The Issuing Lender shall promptly notify each such participant US Facility Lender by facsimile, telephone, or electronic mail (PDF) of each Letter of Credit issued or increased and the actual dollar amount of such US Facility Lender’s participation in such Letter of Credit. If at any time, the US Commitments shall have expired or shall have been terminated while any Letter of Credit Exposure is outstanding, each US Facility Lender, at the sole option of the Issuing Lender, shall fund its participation in such Letters of Credit in an amount equal to such Lender’s Pro Rata Share of the unpaid amount of the US Borrower’s payment obligations under drawn Letters of Credit in the currency so paid by the Issuing Lender. The Issuing Lender shall notify the US Administrative Agent, and in turn, the US Administrative Agent shall notify each such US Facility Lender of the amount of such participation, and such US Facility Lender will transfer to the US Administrative Agent for the account of the Issuing Lender on the next Business Day following such notice, in Same Day Funds, the amount of such participation. At any time after Issuing Lender has made a payment under any Letter of Credit and has received from any US Facility Lender funding of its participation in respect of such payment in accordance with this clause (d), if the US Administrative Agent receives for the account of the Issuing Lender any payment in respect of the related Letter of Credit Exposure or interest thereon (whether directly from the US Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the US Administrative Agent), the US Administrative Agent shall distribute to such US Facility Lender its Pro Rata Share thereof in the same funds as those received by the US Administrative Agent.

(e) Obligations Unconditional. The reimbursement obligation of the US Borrower pursuant to Section 2.2(c) in respect of each Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, notwithstanding the following circumstances:

(i) any lack of validity or enforceability of any Letter of Credit Documents;

(ii) any amendment or waiver of the obligations of the US Borrower or any consent to departure by the US Borrower from any Letter of Credit Documents;

(iii) the existence of any claim, set-off, defense or other right which any Credit Party may have at any time against any beneficiary or transferee of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), Issuing Lender, any Lender or any other Person or entity, whether in connection with this Agreement, the transactions contemplated in this Agreement or in any Letter of Credit Documents or any unrelated transaction;

(iv) any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect to the extent Issuing Lender would not be liable therefor pursuant to the following paragraph (g);

(v) payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing;

provided, however, that nothing contained in this paragraph (e) shall be deemed to constitute a waiver of any remedies of the US Borrower in connection with the Letters of Credit.

(f) Prepayments of Letters of Credit. In the event that any Letter of Credit shall be outstanding or shall be drawn and not reimbursed on or prior to the fifth Business Day prior to the Maturity Date (or on the Maturity Date in the event the Maturity Date occurs as a result of the optional termination in whole of the US Commitments pursuant to Section 2.1(c)), the US Borrower shall pay to the US Administrative Agent an amount equal to 105% of the Letter of Credit Exposure allocable to such Letter of Credit and in the applicable currency of such Letter of Credit, such amount to be due and payable on the fifth Business Day prior to the Maturity Date (or on the Maturity Date in the event the Maturity Date occurs as a result of the optional termination in whole of the US Commitments pursuant to Section 2.1(c)), and to be held in the Cash Collateral Account and applied in accordance with paragraph (h) below. From time to time thereafter, upon written notice by the US Administrative Agent that, as a result of a change in the Agent’s Exchange Rate, the amount held in the Cash Collateral Account is less than the sum of (i) 105% of the Letter of Credit Exposure allocable to such Letters of Credit and (ii) the amount otherwise required to be held in such Cash Collateral Account pursuant to the terms of this Agreement, then the US Borrower shall, within one Business Day after such notice is received, deposit additional funds into the Cash Collateral Account in an amount equal to such deficiency.

(g) Liability of Issuing Lender. The US Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuing Lender nor any of its officers or directors shall be liable or responsible for:

(i) the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith;

(ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged;

(iii payment by the Issuing Lender against presentation of documents which do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit;

(iv) any adverse change in the relevant exchange rates or in the availability of the relevant Foreign Currency to the US Borrower or in the relevant currency markets generally; or

(v) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (including Issuing Lender’s own negligence),

except that the US Borrower shall have a claim against the Issuing Lender, and the Issuing Lender shall be liable to, and shall promptly pay to, the US Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the US Borrower which a court in a final, non-appealable finding rules were caused by the Issuing Lender’s willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit issued to it shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment substantially conforms to the requirements under such Letter of Credit.

(h) Cash Collateral Account.

(i) If the US Borrower is required to deposit funds in the Cash Collateral Account pursuant to Section 2.2(a)(ii), Section 2.2(f), Section 7.2(c) or Section 7.3(b) or any other provision under this Agreement, then the US Borrower and the US Administrative Agent shall establish the Cash Collateral Account and the US Borrower shall execute any documents and agreements, including the US Administrative Agent’s standard form assignment of deposit accounts, that the US Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and grant the US Administrative Agent an Acceptable Security Interest in such account and the funds therein. The US Borrower hereby pledges to the US Administrative Agent and grants the US Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the applicable Secured Obligations.

(ii) Funds held in the Cash Collateral Account shall be held as Cash Collateral for obligations with respect to Letters of Credit or outstanding Swing Line Advances, as applicable, and promptly applied by the US Administrative Agent at the request of the Issuing Lender or applicable Swing Line Lender to any reimbursement or other obligations under Letters of Credit that exist or occur and to any outstanding Swing Line Advances, as applicable. To the extent that any surplus funds are held in the Cash Collateral Account above the Letter of Credit Exposure and the outstanding amount of the Swing Line Advances during the existence of an Event of Default the US Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as Cash Collateral for the applicable Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the US Majority Lenders. If no Event of Default exists, then at the US Borrower’s request, the US Administrative Agent shall release any surplus funds held in the Cash Collateral Account above the sum of (x) the Letter of

Credit Exposure (or in the case of any Letter of Credit with an expiration date beyond the fifth Business Day prior to the Maturity Date, 105% of the Letter of Credit Exposure allocable to such Letter of Credit) and (y) all Defaulting Lenders’ Applicable Pro Rata Share of outstanding Swing Line Advances other than Swing Line Advances as to which such Defaulting Lender’s participation obligation has been funded by it, Cash Collateralized or reallocated to other Lenders.

(iii Funds held in the Cash Collateral Account may be invested in Liquid Investments maintained with, and under the sole dominion and control of, the US Administrative Agent or in another investment if mutually agreed upon by the US Borrower and the US Administrative Agent, but the US Administrative Agent shall have no obligation to make any investment of the funds therein. The US Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the US Administrative Agent accords its own property, it being understood that the US Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

(i) Letters of Credit Issued for Guarantors or any Subsidiary. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Guarantor or any Subsidiary, the US Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit issued hereunder by the Issuing Lender. The US Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Guarantor, the US Borrower or any Subsidiary inures to the benefit of the US Borrower, and that the US Borrower’s businesses (indirectly or directly) derive substantial benefits from the businesses of such other Persons.

Section 2.3. Swing Line Advances.

(a) Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances to the US Borrower which shall be due and payable as provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (i) after giving effect to such Swing Line Advance, the sum of the aggregate US Outstandings shall not exceed the aggregate US Commitments in effect at such time; (ii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the US Borrower that the giving of the applicable Notice of US Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Advance such conditions have been met; (iii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (iv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Facility Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

(b) Prepayment. Within the limits expressed in this Agreement, amounts advanced pursuant to Section 2.3(a) may from time to time be borrowed, prepaid without premium or penalty, and reborrowed. If the aggregate outstanding principal amount of the Swing Line Advances ever exceeds the Swing Line Sublimit Amount, the US Borrower shall, upon receipt of written notice of such condition from the Swing Line Lender and to the extent of such excess, prepay to the Swing Line Lender outstanding principal of the Swing Line Advances such that such excess is eliminated. If an AutoBorrow Agreement is in effect, each prepayment of a Swing Line Borrowing shall be made as provided in such AutoBorrow Agreement.

(i) With respect to the Swing Line Advances and the interest, premium, fees, and other amounts owed by the US Borrower to the Swing Line Lender in connection with the Swing Line Advances, the US Borrower agrees to pay to the Swing Line Lender such amounts when due and payable to the Swing Line Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the US Borrower does not pay to the Swing Line Lender any such amounts when due and payable to the Swing Line Lender, the Swing Line Lender may upon notice to the US Administrative Agent request the satisfaction of such obligation by the making of a US Borrowing in the amount of any such amounts not paid when due and payable. Upon such request, the US Borrower shall be deemed to have requested the making of a US Borrowing in the amount of such obligation and the transfer of the proceeds thereof to the Swing Line Lender (and with respect to Swing Line Advances denominated in Dollars, the deemed requested US Borrowing shall consist of Eurocurrency Advances with an Interest Period of one month, commencing three Business Days following such request). The US Administrative Agent shall promptly forward notice of such US Borrowing to the US Borrower and the US Facility Lenders, and each US Facility Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.4, or (C) a Default exists, make available such US Facility Lender’s US Pro Rata Share of such US Borrowing to the US Administrative Agent, and the US Administrative Agent shall promptly deliver the proceeds thereof to the Swing Line Lender for application to such amounts owed to the Swing Line Lender. The US Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swing Line Lender to make such requests for US Borrowings on behalf of the US Borrower, and the US Facility Lenders to make US Advances to the US Administrative Agent for the benefit of the Swing Line Lender in satisfaction of such obligations. The US Administrative Agent and each US Facility Lender may record and otherwise treat the making of such US Borrowings as the making of a US Borrowing to the US Borrower under this Agreement as if requested by the US Borrower. Nothing herein is intended to release the US Borrower’s obligations under the Swing Line Note, but only to provide an additional method of payment therefor. The making of any Borrowing under this Section 2.3(c) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder (which shall be cured upon such advance), caused by the US Borrower’s failure to comply with the provisions of this Agreement or the Swing Line Note.

(ii) If at any time the US Commitments shall have expired or be terminated while any Swing Line Advance is outstanding, each US Facility Lender, at the sole option of the Swing Line Lender, shall either (A) notwithstanding the expiration or termination of the US Commitments, make a US Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to the product of such US Facility

Lender’s US Pro Rata Share times the outstanding aggregate principal balance of the Swing Line Advances. The US Administrative Agent shall notify each such US Facility Lender of the amount of such US Advance or participation, and such US Facility Lender will transfer to the US Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in Same Day Funds, the amount of such US Advance or participation.

(iii) If any such US Facility Lender shall not have so made its US Advance or its percentage participation available to the US Administrative Agent pursuant to this Section 2.3, such US Facility Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Overnight Rate for such day for the first three days and thereafter the interest rate applicable to the US Advance and (B) the Maximum Rate. Whenever, at any time after the US Administrative Agent has received from any US Facility Lender such US Facility Lender’s US Advance or participating interest in a Swing Line Advance, the US Administrative Agent receives any payment on account thereof, the US Administrative Agent will pay to such US Facility Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such US Facility Lender’s US Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such US Facility Lender if such payment received by the US Administrative Agent is required to be returned. Each US Facility Lender’s obligation to make the US Advance or purchase such participating interests pursuant to this Section 2.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such US Facility Lender or any other Person may have against the Swing Line Lender, the US Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the US Commitments; (3) any breach of this Agreement by the US Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any US Facility Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a US Advance.

(d) Method of Borrowing. If an AutoBorrow Agreement is in effect, each Swing Line Borrowing shall be made as provided in such AutoBorrow Agreement. Otherwise, and except as provided in clause (c) above, each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 10:00 a.m. (Houston, Texas time) for Swing Line Advances denominated in Dollars, in each case on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of US Borrowing via telecopy, facsimile or electronic mail (PDF), to the US Administrative Agent and the Swing Line Lender. The Swing Line Lender will promptly make the Swing Line Advance available to the US Borrower at its account with the US Administrative Agent.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the US Borrower for interest on the Swing Line Advances (provided that any failure of the Swing Line Lender to provide such invoice shall not release the US Borrower from its obligation to pay such interest). Until each US Facility Lender funds its US Advance or risk participation pursuant to clause (c) above, interest in respect of such US Facility Lender’s US Pro Rata Share of the Swing Line Advances shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The US Borrower shall make all payments of principal and interest in respect of the Swing Line Advances directly to the Swing Line Lender.

(g) Discretionary Nature of the Swing Line Facility. Notwithstanding any terms to the contrary contained herein or in any AutoBorrow Agreement, the swing line facility provided herein or in any AutoBorrow Agreement (i) is an uncommitted facility and the Swing Line Lender may, but shall not be obligated to, make Swing Line Advances, and (ii) may be terminated at any time by the Swing Line Lender upon written notice to the US Borrower.

Section 2.4. Advances.

(a) Notice. Each Borrowing (other than the Swing Line Borrowings), shall be made pursuant to the applicable Notice of Borrowing given not later than:

(i) 11:00 a.m. (Houston, Texas time) on the third Business Day before the date of the proposed Borrowing, in the case of a Eurocurrency Advance denominated in Dollars,

(ii 11:00 a.m. (Houston, Texas time) on the fourth Business Day before the date of the proposed Borrowing, in the case of a Eurocurrency Advance denominated in any Foreign Currency or a B/A Advance,

(iii) 11:00 a.m. (Houston, Texas time) on the Business Day before the date of the proposed Borrowing, in the case of a US Base Rate Advance,

(iv) 10:00 am (Houston, Texas time) on the Business Day before the date of the proposed Borrowing, in the case of a Canadian (US) Base Rate Advance or Canadian (Cdn) Base Rate Advance,

in each case, by the applicable Borrower to the applicable Administrative Agent, which shall give to each Lender under the applicable Facility prompt notice of such proposed Borrowing, by facsimile, electronic mail or telex. Each Notice of Borrowing shall be by facsimile, telex or electronic mail (and if by electronic mail, via any “.pdf” or other similar electronic means), confirmed promptly by the applicable Borrower with a hard copy (other than with respect to notice sent by facsimile or electronic mail), specifying (i) the requested date of such Borrowing, (ii) the requested Type and Class of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing, (iv) if such Borrowing is to be comprised of Eurocurrency Advances, specifying the requested Interest Period for each such Advance, (v) if such Borrowing is to be comprised of B/A Advances, the Contract Period for each such Advance, (vi) the applicable Borrower requesting such Borrowing, and (vii) the Designated Currency of such Borrowing. In the case of a proposed Borrowing comprised of Eurocurrency Advances, the US Administrative Agent or Canadian Administrative Agent, as applicable, shall promptly notify each US Facility Lender or each Canadian Facility Lender, as applicable, of the applicable interest rate under Section 2.8(b). Each applicable Lender shall, before 11:00 a.m. (Houston, Texas time) on the date of such Borrowing, make available for the account of its applicable Lending Office to the applicable Administrative Agent at its address referred to in Section 9.9, or such other location as the applicable Administrative Agent may specify by notice to the Lenders, in Same Day Funds, such Lender’s Applicable Pro Rata Share of such Borrowing. After the applicable Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the applicable Administrative Agent will make such funds available to the applicable Borrower at its account with the applicable Administrative Agent or as otherwise directed by the applicable Borrower with written notice to the applicable Administrative Agent.

(b) Conversions and Continuations. In order to elect to Convert or continue a US Advance or a Canadian Advance under this paragraph, the applicable Borrower shall deliver an irrevocable Notice of

Continuation or Conversion to the applicable Administrative Agent at the applicable Administrative Agent’s office (A) no later than 11:00 a.m. (Houston, Texas time) (i) on the Business Day before the date of the proposed Conversion date in the case of a Conversion to a US Base Rate Advance, (ii) on the Business Day before the date of the proposed Conversion date in the case of a Conversion to a Canadian (US) Base Rate Advance, (iii) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a Eurocurrency Advance or a B/A Advance and (B) no later than 10:00 a.m. (Houston, Texas time) on the Business Day before the date of the proposed Conversion date in the case of a Conversion to a Canadian (Cdn) Base Rate Advance. Each such Notice of Conversion or Continuation shall be in writing or by telephone, telex or facsimile confirmed promptly by the applicable Borrower with a hard copy (other than with respect to notice sent by facsimile), specifying (i) the requested Conversion or continuation date (which shall be a Business Day), (ii) the amount, Type and Class of the Advance to be Converted or continued, (iii) whether a Conversion or continuation is requested and, if a Conversion, into what Type of Advance, (iv) in the case of a Conversion to, or a continuation of, a Eurocurrency Advance, the requested Interest Period and (v) in the case of a Conversion to, or a continuation of, a B/A Advance, the requested Contract Period. Promptly after receipt of a Notice of Continuation or Conversion under this paragraph, the applicable Administrative Agent shall provide each Lender with a copy thereof and, in the case of a Conversion to or a continuation of a Eurocurrency Advance, notify each Lender of the applicable interest rate under Section 2.8(b). The portion of Advances comprising part of the same Borrowing that are Converted to Advances of another Type shall constitute a new Borrowing.

(i) at no time shall there be more than seven Interest Periods applicable to outstanding Eurocurrency Advances nor more than five Contract Periods applicable to B/A Advances;

(ii) no single Borrowing consisting of Eurocurrency Advances may include Advances in different currencies;

(iii) no Borrower may select Eurocurrency Advances or B/A Advances for any Borrowing to be made or continued, or Convert any Advance into a Eurocurrency Advance or B/A Advance, in any event, at any time when an Event of Default has occurred and is continuing;

(iv) if the applicable Administrative Agent is unable to determine the Eurocurrency Rate for Advances comprising any requested Borrowing or the Discount Rate for B/A Advances comprising any requested Borrowing, the right of the Borrowers to select Eurocurrency Advances or B/A Advances for such Borrowing or for any subsequent Borrowing denominated in such affected currency shall be suspended until the applicable Administrative Agent shall notify the US Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a US Base Rate Advance in the case of a requested Eurocurrency Advance under the US Facility, Canadian (Cdn) Base Rate Advance in the case of a requested B/A Advance, and Canadian (US) Base Rate Advance in the case of a requested Eurocurrency Advance under the Canadian Facility, as applicable;

(v) if the US Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the US Administrative Agent that (A) the Eurocurrency Rate for Eurocurrency Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurocurrency Advances for such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for the

affected currency for the applicable amount and Interest Period of such Eurocurrency Advance, then the US Administrative Agent shall give notice thereof to the US Borrower and the US Facility Lenders and the right of the US Borrower to select Eurocurrency Advances in the affected currency for such Borrowing or for any subsequent Borrowing shall be suspended until the US Administrative Agent shall notify the US Borrower and the US Facility Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a US Base Rate Advance;

(vi) if the Canadian Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Canadian Administrative Agent that (A) the Eurocurrency Rate for Eurocurrency Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurocurrency Advances for such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for Dollars for the applicable amount and Interest Period of such Eurocurrency Advance, then the Canadian Administrative Agent shall give notice thereof to the Canadian Borrower and the Canadian Facility Lenders and the right of the Canadian Borrower to select Eurocurrency Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Canadian Administrative Agent shall notify the Canadian Borrower and the Canadian Facility Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Canadian (US) Base Rate Advance;

(vii) if the Canadian Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Canadian Administrative Agent that (A) the Discount Rate for the B/A Advances comprising such Borrowing will not adequately reflect the cost to such Canadian Facility Lenders of making or funding their respective B/A Advances, as the case may be, for such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for the affected currency for the applicable amount and Contract Period of such B/A Advances, then the Canadian Administrative Agent shall give notice thereof to the Canadian Borrower and the Canadian Facility Lenders and the right of the Canadian Borrower to select B/A Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Canadian Administrative Agent shall notify the Canadian Borrower and the Canadian Facility Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Canadian (Cdn) Base Rate Advance;

(viii) x) if the US Borrower shall fail to specify a currency for any Advance, then such Eurocurrency Advance or Base Rate Advance, as requested, shall be made in Dollars, and (y) in any event, Eurocurrency Advances under the Canadian Facility may only be requested in Dollars;

(ix) except as expressly permitted in this Agreement, no Advance may be Converted or continued as an Advance in a different currency, but instead must be prepaid in the original currency of such Advance and reborrowed in such new currency;

(x) if a Canadian Borrower shall fail to select the Type of Advance, such Advance shall be made as a Canadian (Cdn) Base Rate Advance or Canadian (US) Base Rate Advance depending on which Designated Currency has been selected by the Canadian Borrower (and if no such Designated Currency is selected, then as Canadian (US) Base Rate Advances);

(xi) if the US Borrower shall fail to select the Type of Advance, such Advance shall be made as a US Base Rate Advance and if the US Borrower specifies a Eurocurrency Advance but shall fail to select the duration or continuation of any Interest Period for any Eurocurrency

Advances in accordance with the provisions contained in the definition of Interest Period in Section 1.1 and paragraphs (a) and (b) above, such Eurocurrency Advance shall be made with, converted to or continued with, as applicable, an Interest Period of one month duration;

(xii) if the Canadian Borrower shall fail to select the duration or continuation of any Contract Period for any B/A Advance in accordance with the provisions contained in the definition of Contract Period in Section 1.1, paragraphs (a) and (b) above, and Section 2.18, the Canadian Administrative Agent will forthwith so notify the Canadian Borrower and the Lenders and such affected B/A Advances will be made available to the Canadian Borrower on the date of such Borrowing as Canadian (Cdn) Base Rate Advances or, if such affected B/A Advances are existing Advances, will be automatically Converted into Canadian (Cdn) Base Rate Advances at the end of the Contract Period then in effect;

(xiii Canadian Borrower may not select B/A Advances for any Borrowing to be made without the consent of each Canadian Facility Lender;

(xiv Notwithstanding anything to the contrary in clauses (iv) (solely to the extent clause (iv) applies to Eurocurrency Advances under the US Facility) above, clause (v) above and Section 2.9 (solely to the extent Section 2.9 applies to Eurocurrency Advances under the US Facility), if the US Administrative Agent has made the determination (such determination to be conclusive absent manifest error) or the US Majority Lenders notify the US Administrative Agent that such US Majority Lenders have made the determination, that (A) the circumstances described in clause (iv) (solely to the exntent clause (iv) applies to Eurocurrency Advances under the US Facility), clause (v) or Section 2.9 (solely to the extent Section 2.9 applies to Eurocurrency Advances under the US Facility) have arisen and that such circumstances are unlikely to be temporary, (B) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (C) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the US Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the US Administrative Agent may, to the extent practicable (subject to the US Borrower’s consent, giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in the applicable currency for such alternative benchmarks and as determined by the US Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “US Replacement Rate”), in which case, the US Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Credit

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2019, among NCS MULTISTAGE HOLDINGS, INC. as Parent, PIONEER INTERMEDIATE, INC. as Intermediate Parent, PIONEER INVESTMENT, INC. as US Borrower, NCS MULTISTAGE INC. as Canadian Borrower,...