AgroFresh Solutions, Inc. (Form: 8-K, Received: 08/06/2015 17:16:52)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2015

AgroFresh Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other jurisdiction
of incorporation)

001-36316
(Commission File Number)

46-4007249
(I.R.S. Employer
Identification Number)

100 S. Independence Mall West
Philadelphia, Pennsylvania
(Address of principal executive offices)

19106

(Zip code)

215-592-3687
(Registrant’s telephone number, including area code)

Boulevard Acquisition Corp.
399 Park Avenue, 6 th Floor
New York, New York 10022
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Introductory Note

On July 31, 2015 (the “Closing Date”), the registrant consummated the previously announced business combination (the “Business Combination”) pursuant to the Stock Purchase Agreement, dated April 30, 2015, by and between Boulevard Acquisition Corp. (“Boulevard”) and The Dow Chemical Company (“TDCC”), (the “Purchase Agreement”), providing for the acquisition by Boulevard of the AgroFresh™ business from TDCC, resulting in AgroFresh Inc. (“AgroFresh”) becoming a wholly-owned, indirect subsidiary of the registrant.

In connection with the closing of the Business Combination (the “Closing”), the registrant changed its name from Boulevard Acquisition Corp. to AgroFresh Solutions, Inc. Unless the context otherwise requires, “we,” “us,” “our,” “AgroFresh Solutions” and the “Company” refer to the combined company and its subsidiaries, including AgroFresh and its subsidiaries. “Boulevard” refers to the registrant prior to the Closing and the “AgroFresh Business,” “Former AgroFresh” or “AgroFresh before the Business Combination” refers to the AgroFresh business before it became a wholly-owned subsidiary of the Company upon the Closing Date. “Post-Closing AgroFresh” refers to the AgroFresh business after it became a wholly-owned, indirect subsidiary of the Company.

Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement

On July 31, 2015, in connection with the consummation of the Business Combination described in Item 2.01 below, AgroFresh, as the borrower and AF Solutions Holdings LLC (“AF Holdings”), each a wholly-owned subsidiary of the Company, acting as guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (the “Agent”), BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC (“Credit Suisse”), and Sumitomo Mitsui Banking Corporation (“Sumitomo”) as joint lead arrangers and joint bookrunners, BMO Capital Markets Corp. and Credit Suisse, as joint physical bookrunners, Credit Suisse as syndication agent, Sumitomo as documentation agent, and the lenders party thereto from time to time (the “Credit Facility”). The Credit Facility consists of a $425 million term loan (the “Term Loan”), with an amortization equal to 1.00% per year, and a $25 million revolving loan (which revolving loan includes a $10 million letter-of-credit sub-facility) (the “Revolving Loan”). The Term Loan has a scheduled maturity date of July 31, 2021, and the Revolving Loan has a scheduled maturity date of July 31, 2019. Borrowings under the loans shall be comprised of alternate base rate loans (an “ABR Borrowing”) or Eurodollar loans (a “Eurodollar Borrowing”), with the applicable margin of interest being ABR plus 3.75% per annum for ABR Borrowings and LIBOR plus 4.75% per annum for Eurodollar Borrowings (with step-downs in respect of borrowings under the Revolving Loans dependent upon the achievement of certain financial ratios). The obligations under the Credit Facility are secured by liens on substantially all of the assets of (a) AgroFresh and its direct wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”), and (b) AF Holdings, including the common stock of AgroFresh, pursuant to that certain Collateral Agreement, dated as of July 31, 2015, by and among AgroFresh, its Subsidiary Guarantors, AF Holdings, and the Agent (the “Collateral Agreement”).

The proceeds of the Credit Facility were used to fund a portion of the purchase price payable to the Rohm and Haas Company (“R&H”), a wholly-owned subsidiary of TDCC, in connection with the Business Combination. Amounts available under Revolving Loans may also be used for working capital, general corporate purposes, and other uses, all as more fully set forth in the Credit Agreement.

A copy of the Credit Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Credit Agreement is qualified in its entirety by reference thereto.

Investor Rights Agreement

On July 31, 2015, in connection with, and as a condition to the Closing, Boulevard, TDCC, R&H, Boulevard Acquisition Sponsor, LLC (the “Sponsor”), Robert J. Campbell, Joel Citron and Darren Thompson (each individual, together with the Sponsor, collectively the “Initial Stockholders”) entered into an Investor Rights Agreement (the “Investor Rights Agreement”).

Pursuant to the Investor Rights Agreement, any direct or indirect holder of the Company’s common stock, par value $0.0001 per share, (the “Common Stock”) that is party to the Investor Rights Agreement is entitled to demand that the Company register the resale of its securities subject to certain minimum requirements. In addition, such holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Closing. The Company is required to deliver financial statements and other information for each accounting period to TDCC, R&H, and their subsidiaries that are holders of Common Stock or other equity securities of the Company. The Investor Rights Agreement provides that the Company will take all necessary action to cause (i) Torsten Kraef (the “Preferred Director”), the individual designated for appointment to the board of directors of the Company (the “Board”) by R&H as the holder of the outstanding share of Series A Preferred Stock of the Company (the “Series A Preferred Stock”), to be elected a member of the board of directors of each subsidiary of the Company, and (ii) each of Gregory F. Freiwald and Macauley Whiting, Jr., each of whom are nominated to the Board by TDCC pursuant to the terms of the Purchase Agreement, to be appointed a member of each committee of the Board of which the Preferred Director is not a member. The Investor Rights Agreement also provides for a lock-up period for the shares of Common Stock held by TDCC, R&H and the Initial Stockholders ending twelve months after the Closing Date, subject to limited exceptions, including that R&H has the right to transfer its securities if, in its sole discretion, R&H determines in good faith that its ownership percentage of Common Stock and non-voting common stock of the Company would require it to consolidate the results of operations and financial position of the Company (a “Consolidation Risk”) and if after providing the Company with notice of this Consolidation Risk (the “Consolidation Notice”), the Company has not engaged R&H in transactions to reduce its ownership percentage to a level to remediate the Consolidation Risk within 20 business days following the date of the Consolidation Notice. The Investor Rights Agreement supersedes all similar agreements relating to the right to register securities of the Company, and terminates any such agreements between the Company and the Initial Stockholders, such as the existing lock-up agreements between Boulevard and the Initial Stockholders.

A copy of the Investor Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Investor rights Agreement is qualified in its entirety by reference thereto.

Tax Receivables Agreement

On July 31, 2015, in connection with, and as a condition to the Closing, TDCC, R&H, AgroFresh and Boulevard entered into a Tax Receivables Agreement (the “Tax Receivables Agreement”).

Pursuant to the Tax Receivables Agreement, the Company will pay annually to TDCC 85% of the amount of the tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that Boulevard and TDCC have agreed to make in connection with the Business Combination. While the amount and timing of any payments under the Tax Receivables Agreement will vary depending upon a number of factors, including the amount and timing of our income, we expect that during the anticipated term of the Tax Receivables Agreement the payments that we may make to TDCC could be substantial. In addition, payments under the Tax Receivables Agreement will give rise to additional tax benefits and therefore to additional potential payments under the Tax Receivables Agreement. The term of the Tax Receivables Agreement will commence at Closing and will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the Tax Receivables Agreement for an amount based on an agreed value of payments remaining to be made under the Tax Receivables Agreement.

A copy of the Tax Receivables Agreements is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the Tax Receivables Agreement is qualified in its entirety by reference thereto.

Transition Services Agreement

On July 31, 2015, in connection with, and as a condition to the Closing, TDCC and AgroFresh entered into a Transition Services Agreement (the “Transition Services Agreement”).

Pursuant to the Transition Services Agreement, TDCC will provide AgroFresh with, among other things, certain marketing and sales, customer service, supply chain, environmental health and safety, consulting, business records, packaging and storage, research and development, information technology and finance services for a limited period of time after the Closing Date (ranging from six months to five years depending on the service), in exchange for the fees set forth in the Transition Services Agreement. The Transition Services Agreement also provides for a $5 million execution fee that Boulevard paid to TDCC on the Closing Date.

A copy of the Transition Services Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference, and the foregoing description of the Transition Services Agreement is qualified in its entirety by reference thereto.

Warrant Purchase Agreement

On July 31, 2015, in connection with, and as a condition to the Closing, TDCC, R&H, Boulevard and the Sponsor entered into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”).

Pursuant to the Warrant Purchase Agreement, beginning on the Closing Date and ending on the date that is nine months after the Closing Date, the Company is required to purchase in the open market warrants issued in connection with Boulevard’s initial public offering (the “Public Offering”), in an aggregate amount of $10 million, at a purchase price per warrant of no more than $1.25. If the Company has not purchased in the aggregate $10 million of warrants before April 30, 2016, the Sponsor may sell to the Company private placement warrants it holds at $1.00 per private placement warrant to satisfy the obligation (such private placement warrants, together with all other warrants purchased under the Warrant Purchase Agreement, the “Purchased Warrants”). Pursuant to the Warrant Purchase Agreement, the Company is required to issue to R&H no later than April 30, 2016, warrants to purchase the Company’s Common Stock representing 66-2/3% of the Purchased Warrants at no cost to R&H and on the same terms as the warrants issued in connection with the Public Offering. In the event that the Company has not issued to R&H an aggregate of 6,000,000 warrants on or prior to April 30, 2016, (a) the Sponsor will be required to transfer to the Company, at no cost to the Company, the number of warrants equal to one-half of the difference between (i) 6,000,000 and (ii) the number of warrants issued by the Company to R&H on or prior to such date (such difference between clauses (i) and (ii), the “Make-Up Warrant Amount”) and (b) the Company will be required to issue such number of warrants equal to the Make-Up Warrant Amount.

A copy of the Warrant Purchase Agreement is filed with this Current Report on Form 8-K as Exhibit 10.5 and is incorporated herein by reference, and the foregoing description of the Warrant Purchase Agreement is qualified in its entirety by reference thereto.

Item 1.02. Termination of a Material Definitive Agreement.

On July 31, 2015, in connection with, and as a condition to the Closing, Boulevard, the Initial Stockholders and Avenue Capital Management II, L.P. entered into an Omnibus Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, (i) the Second Amended and Restated Sponsor Warrants Purchase Agreement, dated February 12, 2014, (ii) the Securities Purchase Agreement, dated November 19, 2013, (iii) the Promissory Note, dated November 19, 2013, (iv) the Registration Rights Agreement, dated February 12, 2014, (v) the Securities Assignment Agreement, dated January 31, 2014, and (vi) the Administrative Services Agreement, dated February 12, 2014, which were each entered into in connection with the Public Offering, were terminated.

In addition, on July 31, 2015, (i) each of the Initial Stockholders entered into Letter Agreements with Boulevard (each a “Letter Agreement” and collectively, the “Letter Agreements”), with each Letter Agreement replacing and superseding each Initial Stockholder’s respective Letter Agreement, dated February 12, 2014, with Boulevard, executed in connection with the Public Offering, and (ii) Boulevard, the Initial Stockholders and Continental Stock Transfer & Trust Company, the Company’s transfer agent, entered into an amendment to the Securities Escrow Agreement, dated February 12, 2014 (the “Escrow Agreement Amendment”), which was executed in connection with the Public Offering.

Pursuant to the terms of the Purchase Agreement, the Letter Agreements terminated the existing lock-up agreements between Boulevard and the Initial Stockholders and the existing escrow periods for the Common Stock and warrants of the Company held by the Initial Stockholder’s, respectively. The Letter Agreements provide for a lock-up period for the shares of Common Stock held by the Initial Stockholders ending twelve months after the Closing Date. The Escrow Agreement Amendment extended the existing escrow period of (i) the Common Stock held by the Initial Stockholders until the expiration of the lock-up period under the Letter Agreements, and (ii) the warrants of the Company held by the Initial Stockholders until 30 days after the Closing Date.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth under “Introductory Note” above is incorporated into this Item 2.01 by reference. The material provisions of the Purchase Agreement are described in Boulevard’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2015 (the “Proxy Statement”) relating to the Special Meeting (as defined below) in the section entitled “Proposal No. 1—Approval of the Business Combination—The Purchase Agreement” which is incorporated by reference herein. In the Business Combination, Boulevard purchased all of the issued and outstanding stock of AgroFresh through AF Solutions Holdings, LLC, a wholly-owned subsidiary of Boulevard, with AgroFresh becoming a wholly-owned, indirect subsidiary of AgroFresh Solutions.

The Business Combination was approved by Boulevard’s stockholders at the Special Meeting in lieu of the 2015 Annual Meeting of Boulevard Stockholders held on July 29, 2015 (the “Special Meeting”).

The Company was not required to redeem any shares of Common Stock in connection with the Closing. In the Business Combination and pursuant to the Purchase Agreement, the Company paid the following consideration to R&H: (i) 17,500,000 shares of Common Stock (the “Stock Consideration”) and (ii) $635 million in cash (the “Cash Consideration”). In addition, prior to the Closing, the Company issued 4,878,048 shares of Common Stock (the “Private Placement Shares”), at a purchase price of $10.25 per share and an aggregate purchase price of $50.0 million, to five investors (the “Private Placement Investors”) pursuant to the certain subscription agreements entered into on May 22, 2015.

As of the Closing Date, there were (a) 49,940,548 shares of Common Stock outstanding, consisting of (i) 27,562,500 shares issued and outstanding prior to the Business Combination, (ii) the Stock Consideration, and (iii) the Private Placement Shares and (b) 17,185,000 warrants outstanding, exercisable for 17,185,000 shares of Common Stock, consisting of (i) 11,025,000 warrants originally sold as part of units in the Public Offering and (ii) 6,160,000 private placement warrants that were sold by Boulevard to the Sponsor in a private sale simultaneously with the Public Offering. Upon the consummation of the Closing, the pre-closing stockholders of Boulevard, including the Sponsor and its affiliates, owned approximately 55% of the outstanding Common Stock, R&H owned approximately 35% of the outstanding Common Stock, and the Private Placement Investors owned approximately 10% of the outstanding Common Stock.

Prior to the Closing, the Company was a shell company with no operations, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Boulevard and one or more businesses. After the Closing, the Company became a holding company whose assets primarily consist of interests in its wholly-owned, indirect subsidiary, AgroFresh. The following information is provided about the business of the Company reflecting the consummation of the Business Combination.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company makes forward-looking statements in this Current Report on Form 8-K. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

· the benefits of the Business Combination;

· the future financial performance of the Company following the Business Combination;

· changes in the markets in which AgroFresh competes;

· growth plans and opportunities, including planned product and service offerings;

· AgroFresh’s ability to increase brand loyalty and awareness;

· AgroFresh’s ability to enter into alliances and complete acquisitions of other businesses;

· protection of AgroFresh’s intellectual property rights;

· the outcome of any known and unknown litigation; and

· other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

· the risk that the Business Combination disrupts current plans and operations as a result of the consummation of the transactions described herein;

· the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;

· costs related to the Business Combination;

· changes in applicable laws or regulations;

· the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and

· other risks and uncertainties set forth in the Proxy Statement in the section entitled “Risk Factors” beginning on page 42.

Business

The AgroFresh Business prior to the Business Combination is described in the Proxy Statement in the section entitled “Information about AgroFresh” beginning on page 175, which is incorporated by reference herein. The business of Boulevard prior to the Business Combination is described in the Proxy Statement in the section entitled “Information About Boulevard” beginning on page 159, which is incorporated by reference herein.

Risk Factors

The risk factors related to the Company’s business and operations are described in the Proxy Statement in the section entitled “Risk Factors” beginning on page 42, which is incorporated by reference herein.

Selected Financial Information

The following table contains summary historical combined financial data for Former AgroFresh derived from the (i) unaudited carve-out Combined Financial Statements of AgroFresh for the three months ended March 31, 2015 and March 31, 2014 and (ii) audited carve-out Combined Financial Statements of AgroFresh for the years ended December 31, 2014, December 31, 2013 and December 31, 2012. The information below is only a summary and should be read in conjunction with the information contained under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes included and incorporated by reference in this Current Report on Form 8-K.

	For the three months ended March 31,						For the years ended December 31
(in thousands)	2015			2014			2014			2013			2012
Statement of Operations Data
Net sales	$	32,796		$	29,622		$	180,508		$	158,789		$	128,396
Cost of sales	$	5,007		$	5,258		$	30,659		$	29,430		$	25,383
Income before income taxes	$	9,576		$	4,864		$	69,256		$	52,597		$	29,492
Net income	$	2,480		$	1,933		$	27,857		$	27,456		$	13,162
Cash Flow Data
Cash provided by (used in) operating activities	$	(19,828	)	$	(9,190	)	$	55,811		$	33,445		$	34,934
Cash used in investing activities	$	(77	)	$	(185	)	$	(1,300	)	$	(992	)	$	(600	)
Financing activities—Cash Transfers (to) from Parent, net	$	19,905		$	9,375		$	(54,511	)	$	(32,453	)	$	(34,334	)
Balance Sheet Data
Total assets	$	308,717		$	331,833		$	337,506		$	358,921
Total liabilities	$	53,315		$	57,787		$	103,155		$	93,593
Total combined equity	$	255,402		$	274,046		$	234,351		$	265,328

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of Former AgroFresh’s financial conditions and results of operations covers periods prior to the consummation of the Business Combination and summarizes the factors that had a material effect on its results of operations during the fiscal years ended December 31, 2014, December 31, 2013, and December 31, 2012, and the three months ended March 31, 2015 and March 31, 2014. Accordingly, the discussion and analysis of historical periods does not reflect the significant impact that the Business Combination will have on Post-Closing AgroFresh. The Business Combination impact includes, without limitation, increased leverage and debt service requirements, the impact of purchase accounting, and costs to operate as a standalone company which is discussed in the “Impact of the Transaction”, “Following the Transaction” and other designated sections in the Proxy Statement. Unless otherwise stated, references to Former AgroFresh or the AgroFresh Business in this section generally refer to the business as historically conducted on an integrated basis by AgroFresh Inc. and through operations within other subsidiaries of TDCC globally.

The following discussion should be read in conjunction with the “Selected Financial Information” and Former AgroFresh’s consolidated financial statements and related notes thereto included in the Proxy Statement and incorporated by reference in this Current Report on Form 8-K, and the Unaudited Pro Forma Condensed Combined Financial Information filed with this Current Report on Form 8-K as Exhibit 99.1. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from Former AgroFresh management’s expectations. Factors that could cause such differences are discussed in “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Current Report on Form 8-K and “Risk Factors” incorporated by reference in this Current Report on Form 8-K. The Company assumes no obligation to update any of these forward-looking statements.

Overview

Former AgroFresh is an agricultural innovator in proprietary technologies that enhance the freshness, quality, and value of fresh produce. Former AgroFresh currently offers SmartFresh™ applications at customer sites through a direct service model utilizing third-party contractors. As part of the AgroFresh™ Whole Product offering, Former AgroFresh also provides advisory services based on its extensive knowledge base on the use of 1-MCP collected through thousands of monitored applications done as part of the SmartFresh Whole Product offering. Former AgroFresh operates in over 40 countries and derives over 90% of its revenue working with customers to protect the value of apples, pears, and other produce during storage.

Historically, AgroFresh before the Business Combination operated as a combination of an indirect wholly-owned subsidiary, and operations within other subsidiaries, of TDCC. Former AgroFresh’s carve-out Combined Financial Statements presented in the Proxy Statement beginning on page F-2 and incorporated herein by reference have been derived from the financial statements and accounting records of TDCC. The preparation of this information was based on certain assumptions and estimates, including the allocation of certain TDCC corporate costs.

Factors Affecting Former AgroFresh’s Results of Operations

Former AgroFresh’s results of operations are affected by a number of external factors. Some of the more important factors are briefly discussed below.

Demand for Former AgroFresh’s Offerings

Former AgroFresh services customers in over 40 countries and derives its revenue by assisting growers and packers to optimize the value of their crops primarily through the post-harvest period. Its products and services add value to its customers by reducing food spoilage and extending the life of perishable fruits. The U.S. Food and Agriculture Organization has estimated that a growing global population would require a near doubling of food production in developing countries by 2050 to meet expected demand.

This global trend, among others, creates demand for Former AgroFresh’s solutions. Former AgroFresh’s offerings are currently protected by patents on the encapsulation of the active ingredient, 1-MCP.

The global produce market is a function of both the size and the yield of the crop harvested; variations in either will affect total production. Because Former AgroFresh’s customers operate in the agricultural industry, weather patterns may impact their total production which defines the business’s commercial opportunities. Former AgroFresh supports a diverse customer base whose end markets vary due to the type of fruit and quality of the product demanded in their respective markets. Such variation across end markets affects demand for Former AgroFresh’s services.

Customer Pricing

Former AgroFresh’s offerings are priced based on the value they provide to Former AgroFresh’s customers. From time to time, Former AgroFresh adjusts the pricing of its offering to address market trends. Former AgroFresh does not price its products in relation to any underlying cost of materials or services; therefore, its margins can fluctuate with changes in these costs. Former AgroFresh pricing may include rebate arrangements with customers in exchange for mutually beneficial long-term relationships and growth.

Whole Product Offering

The AgroFresh™ Whole Product offering is a direct service model for Former AgroFresh’s commercially available products, including SmartFresh™ and Harvista™. Sales and sales support personnel maintain direct face-to-face relationships with customers year round. Technical sales and support personnel work directly with customers to provide value-added advisory services regarding the application of SmartFresh. They provide comprehensive fruit physiology based technical advisory support. The actual application of SmartFresh is performed by service providers that are typically third-party contractors. The Harvista application service, through both aerial and ground application, is also administered by third-party service providers. Due to the pre-harvest mechanism of the Harvista

applications, the variable cost for Harvista is higher than the comparative post-harvest application cost of SmartFresh.

Former AgroFresh is shifting the terms of its contracts with service providers from annual renewal periods to two or three year durations in order to have greater certainty that experienced applicators will be available for the next harvest season. Most of Former AgroFresh’s service providers are operating under multi-year contracts. Former AgroFresh management believes the quality and experience of its service providers delivers clear commercial benefits.

Seasonality

Former AgroFresh’s operations are subject to seasonal variation due to the timing of the growing seasons around the world. Northern Hemisphere growers harvest from August through November, and Southern Hemisphere growers harvest from late January to early May. Since the majority of Former AgroFresh sales are in Northern Hemisphere countries, a proportionately greater share of its revenue is realized during the fourth quarter. There are also variations in the seasonal demands from year to year depending on weather patterns and crop size. This seasonality and variations of this seasonality could impact the ability to compare results between time periods.

Foreign Currency Exchange Rates

With a global customer base and geographic footprint, Former AgroFresh generates revenue and incurs costs in a number of different currencies. In 2014, approximately 40 % of Former AgroFresh’s net sales and approximately 44 % of Former AgroFresh’s costs were incurred in currencies other than the U.S. dollar, with the Euro comprising the most significant share. Fluctuations in the value of these currencies relative to the U.S. dollar can increase or decrease Former AgroFresh’s overall revenue and profitability as stated in U.S. dollars, which is Former AgroFresh’s reporting currency. In certain instances, if sales in a given geography have been adversely impacted on a long-term basis due to foreign currency depreciation, Former AgroFresh has been able to adjust its pricing so as to mitigate the impact on profitability.

Domestic and Foreign Operations

Former AgroFresh has both domestic and foreign operations. Former AgroFresh reported losses in the foreign component of income before income taxes for the years ended December 31, 2014, 2013 and 2012 (see Note N to the Former AgroFresh audited carve-out Combined Financial Statements included in the Proxy Statement on page F-23). The foreign component of cost of sales is primarily based on the charges for product purchases set by AgroFresh, the U.S. entity within the AgroFresh Business, which are based on estimates of market selling prices less local selling, general and administrative costs and other expenses. The foreign component of loss before income taxes is primarily due to a difference between the anticipated market selling prices and local expenses compared to actual results. Former AgroFresh’s domestic and foreign income before income taxes for the years ended December 31, 2014, 2013 and 2012 in the audited carve-out Combined Financial Statements are not necessarily indicative of results that Former AgroFresh would have generated on a stand-alone basis. Fluctuations in foreign exchange rates, regional growth-related spending in research and development (“R&D”) and marketing expenses, and changes in local market selling prices, among other factors, may impact the profitability of foreign operations in the future.

Key Financial Definitions

Net Sales

Sales are recognized when there is evidence of an arrangement, the price is fixed and determinable, collection from the customer is probable and risk and title to the product transfer to the customer, or if an application service has been provided to the customer, when the application occurs. The standard terms of delivery are included in its contracts of sale, order confirmation documents and invoices. In addition, from time to time Former AgroFresh receives upfront royalty payments which are deferred and recognized as revenue when the royalty is earned. Sales are recorded net of provisions for customer discounts and rebate programs.

Cost of Sales

Former AgroFresh classifies the costs of manufacturing and distributing its products as cost of sales. Manufacturing costs include raw materials, utilities, packaging, fixed manufacturing costs, fees paid to third party contracted applicators, and fees paid to third party contract manufacturers associated with production. Fixed manufacturing costs include such items as plant site operating costs and overhead, production planning, depreciation and amortization, repairs and maintenance, environmental, and engineering costs and allocations to Former AgroFresh using TDCC’s cost allocation methodology. Freight costs and any directly related costs of transporting finished product to customers are recorded as “Cost of sales” in Former AgroFresh’s combined statements of income and comprehensive income. Royalty expense paid to third party technology providers is also included in cost of sales.

Research and Development

R&D expenses are the cost of services performed by the R&D function, including technical service and development, process research, and product development in support of Former AgroFresh. The expenses incurred by the R&D function in support of the AgroFresh Business include costs recorded within business direct cost centers and allocations to Former AgroFresh using TDCC’s cost allocation methodology. The direct costs include costs incurred with third party contractors and the expenses of the R&D individuals assigned to Former AgroFresh, including salaries, fringe benefits, travel, materials and supplies, information technology and office expenses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses are the cost of services performed by the marketing and sales functions (including sales managers, field sellers, marketing research, marketing communications and promotion and advertising materials) and by administrative functions (including product management, business management, customer invoicing, and legal) in support of the AgroFresh Business. The expenses include costs recorded within business direct cost centers and allocations to the AgroFresh Business using TDCC’s cost allocation methodology. The direct costs include the expenses of the marketing and sales individuals assigned to the AgroFresh Business, including salaries, fringe benefits, travel, materials and supplies, information technology and office expenses.

Amortization of intangibles

Finite-lived intangible assets are amortized over their estimated useful lives generally on a straight-line basis, for periods ranging from five to twenty years. Finite-lived intangible assets are reviewed for impairment or obsolescence annually, or more frequently if events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows. No impairment of finite-lived intangibles was recorded in any of the periods presented. Primarily, such finite-lived intangible assets arose when TDCC acquired Former AgroFresh in 2009.

Provision for Income Taxes

During the periods presented, Former AgroFresh did not file separate tax returns as it was included in the tax returns of TDCC entities within the respective tax jurisdictions. The income tax provision and related balance sheet amounts were calculated using a separate return basis, as if Former AgroFresh was a separate taxpayer.

The provision for income taxes has been determined using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred tax assets is recognized in income in the period that includes the enactment date. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the U.S. when it is expected that these earnings will be permanently reinvested.

Annual tax provisions include amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued.

The financial statement effect of an uncertain income tax position is recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Accruals are recorded for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated.

During the periods presented in the historical carve-out Combined Financial Statements presented in the Proxy Statement and incorporated herein by reference, Former AgroFresh did not file separate tax returns as it was included in the tax returns of TDCC entities within the respective tax jurisdictions. The income tax provision included in such historical carve-out Combined Financial Statements presented in the Proxy Statement and incorporated herein by reference, was calculated for each period using a separate return basis, as if Former AgroFresh was a separate taxpayer. Accordingly, Former AgroFresh’s tax results as presented are not necessarily indicative of results that Former AgroFresh would have generated as a stand-alone company.

Comparability of Historical Results

Historically, the AgroFresh Business operated as a combination of an indirect wholly-owned subsidiary, and operations within other subsidiaries of TDCC. Former AgroFresh’s carve-out Combined Financial Statements presented in the Proxy Statement and incorporated herein by reference have been derived from the financial statements and accounting records of TDCC. The preparation of this information was based on certain assumptions and estimates, including the allocation of certain TDCC corporate costs.

The carve-out Combined Financial Statements presented in the Proxy Statement and incorporated herein by reference do not purport to reflect what the results of operations, comprehensive income, financial position, equity or cash flows would have been had Former AgroFresh operated as a standalone company during the periods presented. For a detailed description of the basis of presentation and an understanding of the limitations of the predictive value of the historical combined financial statements, see Notes A and B to Former AgroFresh’s audited carve-out Combined Financial Statements and Notes 1 and 2 to Former AgroFresh’s unaudited carve-out Combined Financial Statements in the Proxy Statement.

Standalone Expenses

Following the Business Combination, AgroFresh is now a wholly-owned indirect subsidiary of AgroFresh Solutions and operates throughout several wholly-owned subsidiaries around the world. Former AgroFresh’s historical carve-out Combined Financial Statements in the Proxy Statement and incorporated herein by reference include expense allocations for support functions that were provided by TDCC and its affiliates, such as general corporate expenses related to communications, audits, corporate administration, finance, legal, information technology, human resources, compliance and operations. However, the costs that were allocated for these historical periods required certain estimates and assumptions and may not reflect the costs that would have been required to operate the AgroFresh Business as a standalone company.

Following the Business Combination, TDCC will continue to provide, or cause to be provided, to the AgroFresh Business services related to several (but not all) of these functions on a transitional basis pursuant to a Transition Services Agreement, and Post-Closing AgroFresh expects to incur other costs to replace the services and resources that will not be provided by TDCC. AgroFresh expects that it will use many of these services for approximately one year following the consummation of the Business Combination, though some services may be utilized for shorter periods or for up to five years. AgroFresh may agree with TDCC to extend certain service periods or may terminate such service period by providing prior notice. For additional information on the Transition Services Agreement, see Item 1.01 of this Current Report on Form 8-K.

Purchase Accounting

The Company’s financial statements in the future will vary in important respects from the Former AgroFresh historical Combined Financial Statements contained in the Proxy Statement and incorporated herein by reference. Future financial statements will be filed on a predecessor/successor basis, with pre-and post-acquisition AgroFresh operations separated by the line of demarcation as the results will not be comparable. Such incomparability is due in part to the requirements to record all assets acquired and liabilities assumed at fair value in accordance with ASC 820 Fair Value Measurement as the Company will account for the Business Combination using the acquisition method of accounting. As a result, the purchase price for Former AgroFresh, which for this purpose is deemed to be $991.7 million, will be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values as of the Closing. The excess of the purchase price over these allocations will be assigned to goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. The allocation of the purchase price of the assets acquired will result in an increase in amortization and depreciation expense relating to the acquired intangible assets and depreciable long-lived assets because we will record the fair value of these assets. The Company will extend the remaining depreciable lives of the tangible assets to reflect the estimated useful lives for purposes of calculating periodic depreciation, and we will amortize the intangible assets over their estimated useful lives. See “Unaudited Pro Forma Condensed Combined Financial Information” filed with this Current Report on Form 8-K as Exhibit 99.1.

For purposes of acquisition method of accounting and the allocations described above, and applying applicable accounting rules, the purchase price for Former AgroFresh will be deemed to be $991.7 million. This figure reflects: (i) the $810 million purchase price in cash and shares of Common Stock specified in the Purchase Agreement (comprised of $635 million in cash and 17.5 million shares of Common Stock with a deemed value of $10 per share); (ii) an increase in the fair value of the consideration paid in the form of shares by valuing such shares at $12.00 per share (the closing sales price of the shares on July 31, 2015 as reported on The NASDAQ Capital Market); (iii) an assumed risk adjusted present value (fair value) of the potential additional deferred payment which may be payable to TDCC in 2018; (iv) an assumed risk adjusted present value (fair value) of the payments to be made by AgroFresh to TDCC over time under the Tax Receivable Agreement; and (v) a fair value of the warrants to be received by TDCC under the Warrant Purchase Agreement of $3.17 per warrant, which is the closing sales price of the warrants on July 31, 2015, as reported on The NASDAQ Capital Market.

Increased Leverage

As of March 31, 2015, after giving pro forma effect to the Business Combination, Former AgroFresh would have had approximately $425.0 million of outstanding total indebtedness from the Term Loan. For the three month period ended March 31, 2015, Former AgroFresh’s pro forma interest expense would have been approximately $6.0 million, excluding amortization of debt issuance costs. For the twelve month period ended December 31, 2014, Former AgroFresh’s pro forma interest expense would have been approximately $24.3 million, excluding amortization of debt issuance costs. See “Unaudited Pro Forma Condensed Combined Financial Information” filed with this Current Report on Form 8-K as Exhibit 99.1. As a result of the Business Combination, AgroFresh has incurred a significant amount of indebtedness and its related interest expense will be higher than it was for Former AgroFresh in prior periods.

Results of Operations

The following discussion should be read in conjunction with the information contained in Former AgroFresh’s historical audited carve-out Combined Financial Statements and the notes thereto for the year ended December 31, 2014 and unaudited carve-out Combined Financial Statements and notes thereto for the three months ended March 31, 2015 in the Proxy Statement and incorporated herein by reference. However, Former AgroFresh’s historical results of operations set forth below and elsewhere in this Current Report on Form 8-K may not necessarily reflect what would have occurred if it had been a separate, standalone entity or a subsidiary of the Company during the periods presented or what will occur in the future.

					2015 to 2014
(In thousands) For the three months ended March 31	2015		2014		$ Change		% Change
Net sales	32,796		29,622		3,174		10.7	%
Cost of sales	5,007		5,258		(251	)	–4.8	%

Gross profit	27,789		24,364		3,425		14.1	%

Research and development expenses	4,583		4,945		(362	)	–7.3	%
Selling, general and administrative expenses	6,362		7,128		(766	)	–10.7	%
Amortization of intangibles	7,267		7,427		(160	)	–2.2	%
Sundry expense—net	1		—		1		na

Income before income taxes	9,576		4,864		4,712		96.9	%

Provision for income taxes	7,096		2,931		4,165		142.1	%

Net Income	2,480		1,933		547		28.3	%

Gross Margin Percentage	84.7	%	82.2	%

Three Months Ended March 31, 2015 Compared To Three Months Ended March 31, 2014

Net Sales

Net sales increased $3.2 million, or 10.7%, to $32.8 million for the three months ended March 31, 2015 as compared to $29.6 million for the three months ended March 31, 2014. Sales gains were primarily driven by an increase in apple crop applications due to an early start to the South African and Brazilian growing seasons, and a greater number of applications on other fruits, partially offset by negative currency impact from a stronger U.S. dollar. More specifically, revenue in North America increased to $1.1 million in the three months ended March 31, 2015 from $0.6 million for the three months ended March 31, 2014 primarily due to increased flower applications. Revenue in Europe, Middle East and Africa (“EMEA”) increased to $7.0 million in the three months ended March 31, 2015 from $5.6 million for the three months ended March 31, 2014. Higher sales in EMEA were primarily driven by more product applications in South Africa due to a strong apple crop, early growing season, and greater penetration in persimmon packhouses, which positive factors were partially offset by the negative impact of currency from a stronger U.S. dollar. Revenue in Latin America increased to $19.9 million in the three months ended March 31, 2015 from $19.1 million for the three months ended March 31, 2014 primarily driven by a large plum crop and higher penetration in pears. Revenue in the Asia Pacific region increased to $4.8 million in the three months ended March 31, 2015 from $4.3 million for the three months ended March 31, 2014 primarily driven by a strong apple crop in New Zealand and Australia, which was partially offset by unfavorable currency impact from a stronger U.S. dollar.

Cost of Sales

Cost of sales decreased $0.3 million to $5.0 million for the three months ended March 31, 2015 as compared to $5.3 million for the three months ended March 31, 2014 primarily driven by favorable currency impact from a stronger U.S. dollar, which more than offset increased product application expense associated with higher sales.

Gross Profit

Gross profit increased $3.4 million to $27.8 million for the three months ended March 31, 2015 as compared to $24.4 million for the three months ended March 31, 2014 primarily driven by the increase in net sales. Gross profit as a percent of net sales increased slightly to 84.7% for the three months ended March 31, 2015 compared to 82.2% for the three months ended March 31, 2014. This increase is primarily driven by lower application service costs in EMEA, New Zealand and Brazil.

Research and Development Expenses

Research and development expenses decreased $0.3 million to $4.6 million for the three months ended March 31, 2015 as compared to $4.9 million for the three months ended March 31, 2014 primarily driven by favorable currency impact from a stronger U.S. dollar and the timing of project expenses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $0.7 million to $6.4 million for the three months ended March 31, 2015 as compared to $7.1 million for the three months ended March 31, 2014. This decrease was primarily driven by favorable currency impact from a stronger U.S. dollar and lower administrative expense.

Income Tax Provision

Provision for income taxes increased $4.2 million to $7.1 million for the three months ended March 31, 2015 as compared to $2.9 million for the three months ended March 31, 2014. Former AgroFresh’s effective tax rate for the three months ended March 31, 2015 was 74.1% compared to 60.3% for the three months ended March 31, 2014. Former AgroFresh’s provision increased primarily as a result of higher earnings. The effective tax rate increased primarily due to the geographic mix of earnings and losses in geographies outside the U.S. where no tax benefit was realized due to valuation allowances.

										2014 to 2013					2013 to 2012
(In thousands) For the years ended December 31	2014			2013			2012			$ Change			% Change		$ Change			% Change
Net sales	$	180,508		$	158,789		$	128,396		$	21,719		13.7	%	$	30,393		23.7	%
Cost of sales	30,659			29,430			25,383			1,229			4.2	%	4,047			15.9	%

Gross profit	149,849			129,359			103,013			20,490			15.8	%	26,346			25.6	%

Research and development expenses	19,399			17,837			16,682			1,562			8.8	%	1,155			6.9	%
Selling, general and administrative expenses	31,534			29,153			26,674			2,381			8.2	%	2,479			9.3	%
Amortization of intangibles	29,656			29,767			29,901			(111		)	–0.4	%	(134		)	–0.4	%
Sundry expense—net	4			5			264			(1		)	–20.0	%	(259		)	–98.1	%

Income before income taxes	69,256			52,597			29,492			16,659			31.7	%	23,105			78.3	%

Provision for income taxes	41,399			25,141			16,330			16,258			64.7	%	8,811			54.0	%

Net Income	$	27,857		$	27,456		$	13,162		$	401		1.5	%	$	14,294		108.6	%

Gross Margin Percentage	83.0		%	81.5		%	80.2		%

Year Ended December 31, 2014 Compared To Year Ended December 31, 2013

Net Sales

Net sales increased $21.7 million, or 13.7%, to $180.5 million for the year ended December 31, 2014 as compared to $158.8 million for the year ended December 31, 2013. The growth in net sales was primarily attributable to strong global demand for Former AgroFresh’s core products and services within its mature markets as well as growth of its products and services in new markets. The increase in net sales was partially offset by lower prices for rebate programs and the unfavorable foreign currency impact of the strengthening U.S. dollar to the Euro. More specifically, revenue in North America increased to $73.4 million in 2014, up 14.3% from $64.2 million in 2013. Net sales increased primarily due to strong crop productivity driving increased demand for Former AgroFresh’s post-harvest applications. The increase was magnified by the continued rapid growth of its pre-harvest

applications. Revenue in EMEA increased to $68.1 million in 2014, up 16.6% from $58.4 million in 2013. The growth in net sales was primarily attributable to a sizeable apple crop as well as strong demand for Former AgroFresh’s product applied to non-apple fruits. Revenue in Latin America increased to $25.6 million in 2014, up 7.6% from $23.8 million in 2013. Revenue growth was primarily driven by increased penetration, specifically related to the applications on apples and pears. Revenue in the Asia Pacific region increased to $13.4 million in 2014, up 8.0% from $12.4 million in 2013. The growth in net sales was primarily attributable to a strong apple growing season and increased penetration in the region.

Cost of Sales

Cost of sales increased $1.2 million, or 4.2%, to $30.7 million for the year ended December 31, 2014 as compared to $29.4 million for the year ended December 31, 2013. The increase was primarily driven by the growth in sales volumes related to the robust global apple growing season which led to an increase in service provider applications. The increase was also attributable to the rapid growth of the pre-harvest product applications.

Gross Profit

Gross profit increased $20.5 million, or 15.8%, to $149.8 million for the year ended December 31, 2014 as compared to $129.4 million for the year ended December 31, 2013 primarily driven by the increase in net sales. Gross profit as a percent of net sales increased slightly to 83.0% for the year ended December 31, 2014 compared to 81.5% for the year ended December 31, 2013. This increase was primarily driven by a $2.3 million reduction in royalty expense resulting from the expiration of one of Former AgroFresh’s U.S. use patents.

Research and Development Expenses

Research and development expenses increased $1.6 million, or 8.8%, to $19.4 million for the year ended December 31, 2014 as compared to $17.8 million for the year ended December 31, 2013. This increase was primarily driven by increased registration expenses to support the development of the pre-harvest product applications.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $2.4 million, or 8.2%, to $31.5 million for the year ended December 31, 2014 as compared to $29.1 million for the year ended December 31, 2013. The increase primarily related to investments made to drive higher penetration rates for the core products as well as to establish customer relationships in new geographies, among other factors.

Income Tax Provision

Provision for income taxes increased $16.3 million, or 64.7%, to $41.4 million for the year ended December 31, 2014 as compared to $25.1 million for the year ended December 31, 2013. Former AgroFresh’s effective tax rate for the year ended December 31, 2014 was 59.8% compared to 47.8% for the year ended December 31, 2013. Its provision increased primarily as a result of higher earnings, the increase in valuation allowances primarily in Australia, Brazil, and France, and from losses in foreign jurisdictions with tax rates less than the statutory rate of 35%. The increase in effective tax rate was primarily driven by losses outside of the U.S. where no tax benefit was realized due to valuation allowances, as well as by losses outside of the U.S where a tax benefit of less than 35% was realized.

Year Ended December 31, 2013 Compared To Year Ended December 31, 2012

Net Sales

Net sales increased $30.4 million, or 23.7%, to $158.8 million for the year ended December 31, 2013 as compared to $128.4 million for the year ended December 31, 2012. Sales gains were primarily driven by increased penetration of SmartFresh™ sales across all regions, particularly in EMEA, higher SmartFresh sales volumes from

other crops including pears, and the limited launch of Harvista™ in the Northwest region of the U.S., which contributed $5.4 million in revenue. More specifically, revenue in North America increased to $64.2 million in 2013, up 16.1% from $55.3 million in 2012. Revenue growth in 2013 was primarily driven by increased penetration of SmartFresh applications in the Northwest region, the limited launch of Harvista in the Northwest region, and increased applications on pears and other crops. Revenue in EMEA increased to $58.4 million in 2013, up 36.4% from $42.8 million in 2012. Revenue growth in EMEA was driven primarily by apple penetration gains, sales growth in France and other European countries due to adoption by growers of SmartFresh as a replacement for DPA, and growth in SmartFresh™ usage in pears and other crops. Revenue in Latin America increased to $23.8 million in 2013, up 21.4% from $19.6 million in 2012. Revenue growth was primarily driven by penetration gains in apples, pears and other crops, as well as large export volume gains from Chile to the Northern Hemisphere, particularly Europe due to the phase out of DPA in the EU. Revenue in the Asia Pacific region increased to $12.4 million in 2013, up 15.9% from $10.7 million in 2012. Revenue growth was primarily driven by strong crop volumes in the orchards of Australia and increased penetration in New Zealand.

Cost of Sales

Cost of sales increased $4.0 million, or 15.9%, to $29.4 million for the year ended December 31, 2013 as compared to $25.4 million for the year ended December 31, 2012. This increase was primarily driven by sales growth and manufacturing start-up costs.

Gross Profit

Gross profit increased $26.3 million, or 25.6%, to $129.4 million for the year ended December 31, 2013 as compared to $103.0 million for the year ended December 31, 2012 primarily driven by the increase in net sales. Gross profit as a percent of net sales increased slightly to 81.5% for the year ended December 31, 2013 compared to 80.2% for the year ended December 31, 2012. This increase was primarily driven by higher sales from a greater number of apples treated in the North America Northwest region pack-houses relative to the fixed cost of applications, incremental growth in Harvista TM sales over the fixed portion of costs, and a favorable geographic SmartFresh TM sales mix.

Research and Development Expenses

Research and development expenses increased $1.2 million, or 6.9%, to $17.8 million for the year ended December 31, 2013 as compared to $16.7 million for the year ended December 31, 2012. Higher sales supported increased investment in research and development, primarily concentrated on SmartFresh related initiatives.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $2.5 million, or 9.3%, to $29.2 million for the year ended December 31, 2013 as compared to $26.7 million for the year ended December 31, 2012. This increase was primarily driven by an increase in sales personnel to support the higher sales level.

Income Tax Provision

Provision for income taxes increased $8.8 million, or 54.0%, to $25.1 million for the year ended December 31, 2013 as compared to $16.3 million for the year ended December 31, 2012. Former AgroFresh’s effective tax rate for the year ended December 31, 2013 was 47.8% compared to 55.4% for the year ended December 31, 2012. Former AgroFresh’s provision increased primarily as a result of higher earnings; however, the effective tax rate decreased primarily due to earnings in jurisdictions with favorable tax-rates, specifically Switzerland.

Key Measures Used to Evaluate Financial Performance

The key measures used by Former AgroFresh management to review financial performance are EBITDA and Adjusted EBITDA. As presented below, EBITDA is defined as net income before interest expense, provision for

income taxes, and depreciation and amortization. Adjusted EBITDA presented below is defined as EBITDA, excluding the impact of certain items detailed below.

EBITDA and Adjusted EBITDA as presented in this Current Report on Form 8-K are supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of financial performance under GAAP and should not be considered as alternatives to net income, income from operations or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of liquidity. In addition, in evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future Post-Closing AgroFresh will incur expenses or charges such as those added back to calculate EBITDA and Adjusted EBITDA. Former AgroFresh’s presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items.

Former AgroFresh management believes that Adjusted EBITDA provides a meaningful view of its operating results by eliminating expenses and income that are not reflective of the underlying business performance. This metric is presented to facilitate a comparison of Former AgroFresh operating performance on a consistent basis from period to period and to analyze the factors and trends affecting its business.

Set forth below is a reconciliation of Adjusted EBITDA to net income (in thousands) (unaudited):

	Three Months Ended March 31,						Year Ended December 31,
	2015			2014			2014			2013			2012
Net Income	$	2,480		$	1,933		$	27,857		$	27,456		$	13,162
Provision for income taxes	7,096			2,931			41,399			25,141			16,330
Depreciation and amortization	7,522			7,732			30,393			30,785			30,830

EBITDA	$	17,098		$	12,596		$	99,649		$	83,382		$	60,322

Less adjustment for deferred revenue(1)	(500		)	(500		)	(2,000		)	(2,000		)	(2,660		)

Adjusted EBITDA	$	16,598		$	12,096		$	97,649		$	81,382		$	57,662

Note to table:

(1) Represents the elimination of deferred revenue which is contractually excluded from the Business Combination pursuant to the Purchase Agreement.

Liquidity and Capital Resources

Background

While operating as part of TDCC, Former AgroFresh’s primary source of liquidity was cash generated from its operations. Former AgroFresh did not have outstanding debt and transferred cash generated from operating activities to its parent. As a result of organic growth initiatives and ongoing operational improvements, Former AgroFresh has historically generated strong cash from operating activities. Former AgroFresh’s primary liquidity needs are for financing working capital, due to the seasonality of cash flows.

Historical Cash Flow Information

Three Months Ended March 31, 2015 Compared To Three Months Ended March 31, 2014

The following summarizes Former AgroFresh’s primary sources of cash in the periods presented:

	Three Months Ended March 31,
	2015			2014
*Cash Flow Data (in thousands)* :**
Net cash used in operating activities	$	(19,828	)	$	(9,190	)
Net cash used in investing activities	(77		)	(185		)
Net cash provided by financing activities	19,905			9,375
Net change in cash and cash equivalents	—			—

Operating activities. Cash used in operating activities increased $10.6 million in the three months ended March 31, 2015 compared to cash flows for the prior year period. This increase was driven primarily by the unfavorable changes in working capital, specifically the reduction in the income taxes payable.

Investing activities. Cash used in investing activities was $0.1 million in the three months ended March 31, 2015, primarily from capital expenditures principally related to growth projects. Cash used in investing activities was $0.2 million in the three months ended March 31, 2014, primarily from capital expenditures principally related to SmartFresh TM and other growth projects.

Financing activities. Cash provided by financing activities was $19.9 million in the three months ended March 31, 2015, primarily from cash transfers from Former AgroFresh’s parent. Cash provided by financing activities was $9.4 million in the three months ended March 31, 2014, primarily from cash transfers from Former AgroFresh’s parent.

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013

The following summarizes Former AgroFresh’s primary sources of cash in the periods presented:

	Year Ended December 31,
	2014			2013
*Cash Flow Data (in thousands)* :**
Net cash provided by operating activities	$	55,811		$	33,445
Net cash used in investing activities	(1,300		)	(992		)
Net cash used in financing activities	(54,511		)	(32,453		)
Net change in cash and cash equivalents	—			—

Operating activities. Cash from operating activities increased $22.4 million in the year ended December 31, 2014 compared to cash flows for the prior year. This increase was driven primarily by higher income before income taxes and improvements in working capital, mainly related to higher income taxes payable and timing of receipt of accounts receivable.

Investing activities. Cash used in investing activities was $1.3 million in the year ended December 31, 2014, primarily from capital expenditures principally related to growth projects. Cash used in investing activities was $1.0 million in the year ended December 31, 2013, primarily from capital expenditures principally related to SmartFresh™ and other growth projects.

Financing activities. Cash used in financing activities was $54.5 million in the year ended December 31, 2014, primarily from cash transfers to Former AgroFresh’s parent. Cash used in financing activities was $32.5 million in the year ended December 31, 2013, primarily from cash transfers to Former AgroFresh’s parent.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

The following summarizes Former AgroFresh’s primary sources of cash in the periods presented:

	Year Ended December 31,
	2013			2012
*Cash Flow Data (in thousands)* :**
Net cash provided by operating activities	$	33,445		$	34,934
Net cash used in investing activities	(992		)	(600		)
Net cash used in financing activities	(32,453		)	(34,334		)
Net change in cash and cash equivalents	—			—

Operating activities. Cash from operating activities decreased $1.5 million in the year ended December 31, 2013 compared to cash flows for the year ended December 31, 2012. Although net income increased by $14.3 million, cash from operating activities decreased primarily due to increased working capital, mainly related to higher inventory and accounts receivable levels.

Investing activities. Cash used in investing activities was $1.0 million in the year ended December 31, 2013, primarily from capital expenditures principally related to SmartFresh and other growth projects. Cash used in investing activities was $0.6 million in the year ended December 31, 2012, primarily from capital expenditures related to SmartFresh.

Financing activities. Cash used in financing activities was $32.5 million in the year ended December 31, 2013, primarily from cash transfers to Former AgroFresh’s parent. Cash used in financing activities was $34.3 million in the year ended December 31, 2012, primarily from cash transfers to Former AgroFresh’s parent.

Following the Business Combination

Liquidity Arrangements

Historically, the primary sources of liquidity for the AgroFresh Business were cash flows from operations, while its significant uses of cash and capital funding needs (excluding cash transfers to parent) have historically been working capital, operating expenses, and capital expenditures.

Following the Business Combination, Post-Closing AgroFresh expects that its primary source of liquidity will continue to be cash flows from operations. In addition, funds available under a revolving facility may be utilized to meet its future cash needs. Post-Closing AgroFresh expects that its primary liquidity requirements will be to make required debt repayments and for other general corporate purposes.

Following the Business Combination, Post-Closing AgroFresh expects that cash on hand, operating cash flows and available revolving credit will provide sufficient working capital to operate its business, to make expected capital expenditures and to meet foreseeable liquidity requirements. Post-Closing AgroFresh expects to use cash provided by operations in excess of amounts needed for capital expenditures and required debt repayments to pay dividends, to fund potential acquisitions, or for other general corporate purposes. Post-Closing AgroFresh’s ability to meet future working capital, capital expenditure, debt service requirements and potential dividend payments will depend on its future financial performance, which will be affected by a range of economic, competitive and business factors, particularly foreign exchange rates, interest rates and changes in the industry, many of which are outside of its control. See “Risk Factors” in the Proxy Statement on page 42.

Credit Facilities

Concurrently with the Business Combination, AgroFresh has entered into, as borrower, the Credit Facility. See Item 1.01 “Entry into a Material Definitive Agreement” of this Current Report on Form 8-K.

The Credit Facility consists of a $ 425 million Term Loan and a $25 million Revolving Loan (which revolving loan includes a $10 million letter-of-credit sub-facility). Proceeds from borrowings under the Term Loan have been

used to fund a portion of the purchase price, in connection with the Business Combination. No amounts under the Revolving Loan were drawn at Closing. After the consummation of the Business Combination, the Revolving Loan will be available on a revolving basis to finance Post-Closing AgroFresh’s working capital, general corporate purposes, and other uses, all as more fully set forth in the Credit Agreement.

Contractual Obligations and Commercial Commitments

The following chart describes Former AgroFresh’s significant contractual cash obligations. The operating lease obligations set forth below are on an actual basis as of December 31, 2014 (in thousands):

Contractual obligations	Total		Less than 1 Year		1 - 3 Years		More than 3 Years
Operating lease obligations(1)	$	456	$	231	$	225	—

(1) Represents payments under Former AgroFresh’s operating leases for various property and equipment. For further information refer to Note K to Former AgroFresh’s audited financial statements for the year ended December 31, 2014 included on page F-22 of the Proxy Statement and incorporated herein by reference.

Effect of Inflation

Former AgroFresh management believes inflation has not had a material effect on its financial condition or results of operations in recent years. However, there can be no assurance that Post-Closing AgroFresh will not be affected by inflation in the future.

Critical Accounting Policies and Pronouncements

This discussion and analysis of results of operations and financial condition are based upon Former AgroFresh’s historical carve-out Combined Financial Statements presented in the Proxy Statement and incorporated herein by reference. Such financial statements have been prepared in accordance with GAAP (figures presented in thousands unless otherwise noted).

Use of Estimates in Financial Statement Preparation

The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Combined Financial Statements presented in the Proxy Statement and incorporated herein by reference, include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates.

Foreign Currency

The local currency has been primarily used as the functional currency throughout Former AgroFresh’s operations around the world. Assets and liabilities are translated at period-end rates as applicable; income statement amounts are translated at average rates during the course of the year. Translation gains and losses, of those operations that use local currency as the functional currency, are included in accumulated other comprehensive income. Where the U.S. dollar is used as the functional currency, foreign currency translation gains and losses are reflected in the combined statement of income and comprehensive income—just as foreign currency transaction gains and losses are.

Cash and Cash Equivalents

During the periods presented, the Former AgroFresh business participated in TDCC’s centralized cash management system, which includes centralized cash disbursements, cash receipts, and treasury processes. Cash disbursements and receipts related to the Former AgroFresh business were handled by TDCC and accounted for

through the net parent investment account. Therefore, cash and cash equivalents have been excluded from the combined balance sheets.

Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables arise from the sale or application of product, with collection terms less than one year based on the underlying customer agreements.

Former AgroFresh records its allowance for doubtful accounts based upon its assessment of various factors. Former AgroFresh considers historical experience, the age of the accounts receivable balances, credit quality of Former AgroFresh’s customers, current economic conditions, and other factors that may affect customers’ ability to pay.

Inventories

Inventories are stated at the lower of cost or market. The method of determining cost is primarily first-in, first-out and average cost, and is used consistently from year to year.

Property

Land, buildings and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. In the case of disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in income. Property transfers between Former AgroFresh and other TDCC businesses were not considered a cash capital expenditure in the Combined Statements of Cash Flows. These transferred amounts are included in Cash Transfers to Parent, net. In 2014, the net book value of property transferred to other TDCC businesses was $2,451 thousand.

Impairment and Disposal of Long-Lived Assets

Long-lived assets and certain identifiable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value based on bids received from third parties or a discounted cash flow analysis based on market participant assumptions.

Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of. Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased.

Goodwill and Other Intangible Assets

Goodwill is recorded when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, a qualitative assessment is performed first. If an initial qualitative assessment identifies that it is more likely than not the carrying value of the business exceeds its estimated fair value, additional quantitative testing is performed. A discounted cash flow methodology is primarily utilized to calculate fair value. Goodwill of Former AgroFresh is primarily based on the original goodwill assigned to the business when TDCC acquired the AgroFresh Business in 2009.

an intangible asset may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows. No impairment of finite-lived intangibles was recorded in any of the periods presented. Primarily, such finite-lived intangible assets arose when TDCC acquired the AgroFresh Business in 2009.

Trade Accounts Payable and Accrued Liabilities

Trade accounts payable are processed by TDCC’s centralized disbursement processes. Specific identification of trade accounts payable related solely to the Former AgroFresh business is not possible. Therefore, trade accounts payable for TDCC were allocated to the Former AgroFresh based on its proportion of certain expenses to the corresponding total amount of certain expenses for TDCC.

Cost Allocation Methodology

Former AgroFresh consumed products and services that are provided by TDCC. These include materials, utilities, shared manufacturing services, and shared administrative services, among others. These products and services were charged to Former AgroFresh using TDCC’s fundamental cost allocation methodology which affects the valuation of inventory, cost of sales, research and development expenses, and selling, general and administrative expenses of Former AgroFresh.

The methodology for costing products and services focuses on the activities performed to produce the products or services. Costs are assigned to activities and then to products or services, based on the consumption of activities by each product or service. Each activity is measured and costed per a base unit, such as hours or quantity (a “cost driver”). To determine the cost of an activity, all of the resources that are used to produce the activity are determined. After confirming the expected demand for the product or service, the cost per unit of activity is determined by dividing the total cost by the total expected demand for the cost driver.

Recent Accounting Pronouncements

Accounting Guidance Issued But Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact of adopting this guidance.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Former AgroFresh has not historically been subject to interest rate risk because it did not incur any long-term debt obligations. Following the Business Combination, however, Post-Closing AgroFresh expects to be subject to interest rate risk since borrowings under its new Term Loan and Revolving Loan bear interest at floating rates. For variable rate debt, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. The pro forma interest expense for the twelve months ended December 31, 2014, after giving effect to the Business Combination, including the borrowings associated with the Credit Facility, would have been $24.3 million, excluding amortization of debt issuance costs. Holding other variables constant (such as foreign exchange rates and debt levels), a 100 basis point increase in the effective interest rates would have increased the AgroFresh Business’s pro forma interest expense for that period by approximately $4.2 million.

Foreign Currency Risk

Former AgroFresh is exposed to market risk from fluctuations in foreign currencies. Approximately 40% of Former AgroFresh’s net sales for 2014 are denominated in currencies other than the U.S. dollar. Approximately 34% of its assets, excluding goodwill, at December 31, 2014 are derived from operations outside the United States. Holding other variables constant (such as interest rates and debt levels), if the U.S. dollar appreciated by 10% against the foreign currencies used by Former AgroFresh’s operations in 2014, revenues would have been reduced by approximately $6 million and Adjusted EBITDA would have decreased by approximately $4 million.

Pro Forma Financial Information

Unaudited Pro Forma Condensed Combined Financial Information for the Company as of March 31, 2015, for the three months ended March 31 2015 and for the year ended December 31, 2014 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Properties

The Company’s principal executive office is located at 100 S. Independence Mall West, Philadelphia, PA 19106. Former AgroFresh’s principal operating locations are described in the Proxy Statement in the section entitled “Information About AgroFresh—Operations” beginning on page 182, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding beneficial ownership of shares of common stock of the Company as of the Closing Date by:

· each person who is the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock;

· each of the Company’s executive officers and directors; and

· all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Beneficial ownership of common stock of the Company is based on 49,940,548 shares of Common Stock issued and outstanding as of the Closing Date.

The businesses address for the Sponsor, Sonia E. Gardner and Marc Lasry is 399 Park Avenue, 6 th Floor, New York, New York 10022. Unless otherwise indicated, the business address for each of the persons listed below is 100 S. Independence Mall West, Philadelphia, PA 19106. We believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Name and Address of Beneficial Owner	Shares Beneficially Owned	Percentage of Outstanding Boulevard Common Stock Owned
Boulevard Acquisition Sponsor, LLC (the Sponsor) (1)	5,457,375	10.9	%
Sonia E. Gardner (1)	5,457,375	10.9	%
Marc Lasry (1)	5,457,375	10.9	%
Fir Tree Inc. (2)	2,727,750	5.5	%
Pentwater Capital Management LP (3)	2,662,500	5.3	%
The Dow Chemical Company	17,500,000	35.0	%
Stephen S. Trevor	—	—
Thomas Larkin	—	—
Robert J. Campbell (4)	18,375	*
Joel Citron (4)	18,375	*
Darren Thompson (4)	18,375	*
Thomas D. Macphee	—	—
Stan Howell	—	—
Peter Vriends	—	—
Scott Harker	—	—
Mark Zettler	—	—
Nance K. Dicciani	19,000	*
Gregory M. Freiwald	—	—
Torsten Kraef	—	—
Derek Murphy	—	—
Macauley Whiting, Jr.	—	—
Thomas Ermi	—	—
Stuart Gleichenhaus	—	—
All directors and executive officers as a group (pre-Transaction) (six persons)(1)	5,512,500	11.0	%
All directors and officers as a group (post- Business Combination) (14 persons)	37,375	*

*Less than one percent.

(1) Marc Lasry and Sonia E. Gardner are the sole managing members and are the sole voting members of Boulevard Acquisition Sponsor, LLC. Shares of Common Stock beneficially owned include 1,364,343 Shares of Common Stock (the “Founder Earnout Shares”) that are subject to forfeiture on July 31, 2020 unless following the Business Combination, the last sales price of the Company’s Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least one period of 20 trading days within any 30-trading day period.

(2) This information is based solely on a Schedule 13G filed on February 17, 2015 with the SEC by Fir Tree Inc. The business address for Fir Tree Inc. is 505 Fifth Avenue, 23rd Floor, New York, New York 10017.

(3) This information is based solely on a Schedule 13G filed on February 10, 2015 with the SEC by Pentwater Capital Management LP. The business address for Pentwater Capital Management LP is 614 Davis Street, Evanston, Illinois 60201.

(4) For each individual, shares beneficially owned includes 4,594 Founder Earnout Shares of outstanding Common Stock that are subject to forfeiture on July 31, 2020 unless following the Business Combination, the last sales price of our Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least one period of 20 trading days within any 30-trading day period.

Directors and Executive Officers

Information with respect to the Company’s directors and executive officers immediately after the consummation of the Business Combination is set forth in the Proxy Statement in the section entitled “Management After the Business Combination” beginning on page 210, which is incorporated herein by reference.

On July 29, 2015, Robert J. Campbell, Nance K. Dicciani, Gregory M. Freiwald, Thomas D. Macphee, Derek Murphy, Stephen S. Trevor and Macauley Whiting, Jr. were elected by Boulevard’s stockholders to serve as directors effective upon consummation of the Business Combination. Thomas D. Macphee and Derek Murphy were elected to serve as a Class I directors with a term expiring at the Company’s annual meeting of stockholders in 2016. Robert J. Campbell and Stephen S. Trevor were elected to serve as Class II directors with terms expiring at the Company’s annual meeting of stockholders in 2017. Macauley Whiting Jr., Nance K. Dicciani and Gregory M. Freiwald were elected to serve as Class III directors with a term expiring at the Company’s annual meeting of stockholders in 2018. The size of the Board of the Company is eight members. Biographical information for these individuals is set forth in the Proxy Statement in the section entitled “Management after the Business Combination” beginning on page 210, which is incorporated herein by reference.

Upon the Closing, the Boulevard board of directors approved the appointment of the directors elected by Boulevard’s stockholders and the appointment of the Preferred Director to the Board. R&H will be entitled to appoint the Preferred Director to the Board for so long as R&H holds 10% or more of the aggregate amount of outstanding shares of the Company’s voting and non-voting common stock. The Preferred Director shall serve until such director’s successor shall have been duly elected and qualified by the holder of the Series A preferred stock, or until R&H is no longer entitled to appoint the Preferred Director, whichever occurs earlier. Pursuant to that certain Letter Agreement, dated July 15, 2015, by and between TDCC and Boulevard (the “Letter Agreement”), beginning on the Closing Date and ending on the date that is the one year anniversary of the Closing Date, TDCC has the right to request that the size of the Board be increased to nine directors. If TDCC makes such a request, subject to the written approval of Steven S. Trevor, a member of the Board, which consent cannot be unreasonably withheld, conditioned or delayed, TDCC has the right to nominate an individual to serve as an independent Class II director on the Board. The Letter Agreement provides that the Board will elect such individual to the Board, subject to the fiduciary duties of the members of the Board, to serve until his or her successor is duly elected and qualified. If the person nominated by TDCC is not elected to serve as an independent Class II director for any reason, TDCC is entitled to nominate an alternative individual to serve as an independent Class II director on the Board.

The Company’s Board will appoint members of the Company’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Pursuant to the terms of the Investor Rights Agreement, the Company will be required to take all necessary action to cause each of Gregory F. Freiwald and Macauley Whiting, Jr., to be a member of each committee of the Board of which the Preferred Director is not a member. Information with respect to the Company’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee is set forth in the Proxy Statement in the section entitled “Management After the Business Combination” beginning on page 213, which is incorporated herein by reference.

Upon the Closing, Thomas D. Macphee was appointed to serve as the Company’s Chief Executive Officer, Stan Howell was appointed to serve as the Company’s President, Thomas Ermi was appointed to serve as the Company’s Vice President, Secretary and General Counsel, Peter Vriends was appointed to serve as the Company’s Head of Europe, Middle East, Africa and Asia, Scott Harker was appointed to serve as the Company’s Head of North America, Australia and New Zealand, and Mark Zettler was appointed to serve as the Company’s Vice President, Research and Development and Regulatory Affairs. On June 30, 2015, Boulevard entered into a letter agreement with FTI Consulting, Inc. (“FTI”), pursuant to which FTI will provide consulting services to the Company typical of those needed to fulfill the chief financial officer position, and Stuart Gleichenhaus, Senior Managing Director of FTI, was appointed to serve as the Company’s Interim Chief Financial Officer on the Closing Date. The Company has commenced a search for a permanent Chief Financial Officer. Biographical information for each of these individuals other than Stuart Gleichenhaus and Thomas Ermi, which is provided below, is set forth in the Proxy Statement in the section entitled “AgroFresh Management” beginning on page 185, which is incorporated herein by reference.

Stuart Gleichenhaus , has served as the interim Chief Financial Officer of the Company and AgroFresh since July 31, 2015, and a Senior Managing Director at FTI Consulting, Inc. since 2007. Mr. Gleichenhaus has over thirty-two years of experience in finance-based roles in a number of different industries. Before joining FTI Consulting he served in various positions at EaglePicher, Inc., including Chairman of the Board, President and Chief Executive Officer during its Chapter 11 Reorganization from 2005 through 2006. Since joining FTI Consulting, he has been the Chief Financial Officer of Lineage Power Corporation, Keystone Automotive Operations, Inc., DAKINE, Inc. and ANGUS Chemical Company and the Treasurer of Trinseo S.A., among other assignments. He was a member of the Board of Directors of Americas Styrenics, a joint venture between Trinseo S.A. and Chevron Phillips Chemical Company LP. Mr. Gleichenhaus holds a B.S.E. in Civil Engineering from Princeton University and an M.B.A. from Harvard Business School.

Tom Ermi , has served as the Company’s Vice President, Secretary and General Counsel and the Vice President, Secretary and General Counsel of AgroFresh since July 31, 2015. Prior to joining AgroFresh, Mr. Ermi was a managing attorney in the TDCC Legal Department, where he served as the Commercial Legal Director and member of the Management Team for TDCC’s global Electronic Materials Business as well as M&A counsel supporting multiple TDCC businesses, positions he held since 2009. Before joining TDCC, Mr. Ermi served as the Commercial Legal Director and member of the Management Team for the Electronic Materials, Powder Coatings and Automotive Coatings businesses of R&H, which he joined in 2000. In the 15 years he has been with TDCC and R&H, Mr. Ermi has been a lead counsel in numerous M&A transactions in North America, Europe and Asia Pacific.

Mr. Ermi began his legal career in 1992 as an Associate at Duane Morris & Heckscher in Philadelphia, where he worked first as a commercial litigator and then as a commercial lawyer. Prior to that, Mr. Ermi was as an auditor for Price Waterhouse in Philadelphia, which he joined in 1986. Mr. Ermi holds a degree in Accounting from Villanova University, and a Juris Doctor from the University of Pennsylvania.

In connection with the Closing, Marc Lasry, Joel Citron and Darren Thompson resigned from their positions as directors, and Stephen S. Trevor and Thomas Larkin resigned from their respective positions as executive officers.

Director and Executive Compensation

As of the date of this Current Report on Form 8-K, the compensation arrangements for the directors and executive officers of the Company have not been determined. Any such arrangements will be reviewed and approved by the compensation committee of the Company and will be publicly disclosed by the Company when such arrangements are approved. The compensation of the named executive officers of AgroFresh before the Business Combination is set forth in the Proxy Statement in the section entitled “AgroFresh Management—AgroFresh Executive Compensation” beginning on page 186, which is incorporated herein by reference. The directors of AgroFresh before the Business Compensation were not compensated for their services as directors. All of the directors were reimbursed for travel expenses and other out-of-pocket costs incurred in connection with their attendance at meetings. The compensation of Boulevard’s named executive officers and directors before the Business Combination is set forth in the Proxy Statement in the section entitled “Information About Boulevard— Executive and Director Compensation” beginning on page 169, which is incorporated herein by reference.

On July 31, 2015, Boulevard’s stockholders approved the AgroFresh Solutions, Inc. 2015 Incentive Compensation Plan (the “Incentive Plan”). A description of the Incentive Plan is set forth in the Proxy Statement in the section entitled “Proposal No. 4—Approval and Adoption of the AgroFresh Solutions, Inc. 2015 Incentive Compensation Plan” beginning on page 147, which is incorporated herein by reference. A copy of the full text of the Incentive Plan is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.

Certain Relationships and Related Transactions

A description of certain relationships and related transactions is included in the Proxy Statement in the section entitled “Certain Relationships and Related Transactions” beginning on page 227, which is incorporated herein by reference.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement—Investor Rights Agreement” and “Item 1.01. Entry into a Material Definitive Agreement—Warrant Agreement” of this Current Report on Form 8-K is incorporated herein by reference.

Legal Proceedings

Information about legal proceedings is set forth in the Proxy Statement in the section entitled “Information About AgroFresh—Legal Proceedings” beginning on page 184, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Information about the market price, number of stockholders and dividends for the Company’s securities is set forth in the Proxy Statement in the section entitled “Price Range of Securities and Dividends” beginning on page 231, which is incorporated herein by reference. As of February 26, 2015, there were five holders of record of the Company’s common stock and two holders of record of the Company’s warrants.

The trading symbol for the Common Stock is “AGFS,” and the trading symbol for the Company’s warrants is “AGFSW.”

On July 31, 2015, in connection with the Closing, all of the units of the Company separated into their component parts of one share of common stock and one-half of one warrant to purchase one share of common stock, with only whole warrants exercisable to purchase one share of common stock of the Company, and the units ceased trading on The Nasdaq Capital Market. The common stock and warrants began trading on the NASDAQ Global Select Market on August 3, 2015.

Recent Sales of Unregistered Securities

Information about unregistered sales of Boulevard’s equity securities is set forth in “Part II, Item 15. Recent Sales of Unregistered Securities” of Amendment No. 3 to Boulevard’s Registration Statement on Form S-1 (File No. 333-193320) filed with the SEC on February 12, 2014 and under “Item 3.02. Unregistered Sales of Equity Securities” in Boulevard’s Current Reports on Form 8-K filed with the SEC on May 4, 2015 and May 22, 2015, respectively. As of August 5, 2015 the per share closing common stock price of the Company was $11.90, as reported by The NASDAQ Global Select Market.

The disclosure set forth under “Item 3.02. Unregistered Sale of Equity Securities” below is incorporated in this Item 2.01 by reference.

Description of the Company’s Securities

A description of the Company’s common stock and the Company’s warrants is included in the Proxy Statement in the section entitled “Description of Securities” beginning on page 215, which is incorporated by reference herein.

The Company has authorized 501,000,000 shares of capital stock, consisting of 400,000,000 shares of common stock, $0.0001 par value per share, 100,000,000 shares of non-voting common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of the Closing Date, there were 49,940,548 shares of the Company’s common stock issued and outstanding, one share of Series A Preferred Stock issued and outstanding, and 17,185,000 warrants to purchase 17,185,000 shares of the Company’s common stock outstanding. As of August 5, 2015, there were 12 holders of record of the Company’s common stock and 2 holders of record of the Company’s warrants. Such numbers do not include Depository Trust Company (DTC) participants or beneficial owners holding shares through nominee names.

Indemnification of Directors and Officers

Information about the indemnification of the Company’s directors and officers is set forth in “Part II, Item 14. Indemnification of Directors and Officers” of Amendment No. 3 to Boulevard’s Registration Statement on Form S-1 (File No. 333-193320) filed with the SEC on February 12, 2014, which is incorporated herein by reference.

Financial Statements and Supplementary Data

The financial statements of the AgroFresh Business included in the Proxy Statement beginning on page F-2 are incorporated herein by reference.

Financial Statements and Exhibits

The information set forth under “—Financial Statements and Supplementary Data” and “Item 9.01. Financial Statements and Exhibits” of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

Reference is made to the disclosure set forth under Items 2.01 and 9.01 of this Current Report on Form 8-K concerning financial information of Former AgroFresh, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under “Item 1.01. Entry Into a Material Definitive Agreement” of this Current Report on Form 8-K above is incorporated in this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On July 31, 2015, in connection with the Closing, the Company issued 17,500,000 shares of Common Stock to R&H as the Stock Consideration for the Business Combination pursuant to the Purchase Agreement. The shares of the Common Stock issued in connection with the Purchase Agreement were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

As disclosed in Item 2.01 in this Current Report on Form 8-K, on the Closing Date and in connection with the Closing, the Company issued the Private Placement Shares to the Private Placement Investors pursuant to the certain subscription agreements entered into on May 22, 2015. The Private Placement Shares were not registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Information about the terms of the subscription agreements with the Private Placement Investors and the Private Placement Shares is set forth in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2015, which is incorporated by reference herein.

Item 5.01. Changes in Control of Registrant.

The disclosure set forth under “Introductory Note” and “Item 2.01. Completion of Acquisition or Disposition of Assets” of this Current Report on Form 8-K above is incorporated in this Item 5.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth under “Item 2.01. Completion of Acquisition or Disposition of Assets— Directors and Executive Officers ” and “Item 2.01. Completion of Acquisition or Disposition of Assets— Director and Executive Compensation ” of this Current Report on Form 8-K is incorporated in this Item 5.02 by reference.

Item 9.01 Exhibits

(a) Financial Statements of businesses acquired

The financial statements of the AgroFresh Business included in the Proxy Statement beginning on page F-2 are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of AgroFresh Solutions, Inc. as of March 31, 2015 and for the year ended December 31, 2014 is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.

(d) Exhibits.

Exhibit Number		Exhibit

2.1†		Stock Purchase Agreement, dated as of April 30, 2015, by and among Boulevard Acquisition Corp. and The Dow Chemical Company (incorporated by reference to Exhibit 2.1 to Boulevard Acquisition Corp.’s Current Report on Form 8-K (File No. 001-36316) filed with the SEC on May 4, 2015).
3.1		Second Amended and Restated Certificate of Incorporation.
3.2		Series A Certificate of Designation.
3.3		Amended and Restated Bylaws (incorporated by reference to Annex A to Boulevard Acquisition Corp’s definitive proxy statement (File No. 001-36197) filed with the SEC on July 16, 2015).
4.1		Specimen Common Stock Certificate
4.2		Specimen Warrant Certificate
10.1		Credit Agreement, dated July 31, 2015, by and among AgroFresh Inc., as the borrower and AF Solutions Holdings LLC, each a wholly-owned subsidiary of the Company, acting as guarantor, Bank of Montreal, as administrative agent, BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC, and Sumitomo Mitsui Banking Corporation (“Sumitomo”) as joint lead arrangers and joint bookrunners, BMO Capital Markets Corp. and Credit Suisse, as joint physical bookrunners. Credit Suisse as syndication agent, Sumitomo as documentation agent, and the lenders party thereto.
10.2		Investor Rights Agreement, dated July 31, 2015, by and among Boulevard Acquisition Corp., The Dow Chemical Company, Rohm and Haas Company, Boulevard Acquisition Sponsor, LLC, Robert J. Campbell, Joel Citron and Darren Thompson.
10.3		Tax Receivables Agreement, dated July 31, 2015, by and among Boulevard Acquisition Corp., AgroFresh Inc., The Dow Chemical Company and Rohm and Haas Company.
10.4		Transition Services Agreement, dated July 31, 2015, by and between AgroFresh Inc. and The Dow

		Chemical Company.
10.5		Warrant Purchase Agreement, dated July 31, 2015, by and among The Dow Chemical Company, Rohm and Haas Company, Boulevard Acquisition Corp. and Boulevard Acquisition Sponsor, LLC.
10.6		AgroFresh Solutions, Inc. Incentive Compensation Plan (incorporated by reference to Annex C to Boulevard Acquisition Corp’s definitive proxy statement (File No. 001-36197) filed with the SEC on July 16, 2015).
21.1		Subsidiaries of the registrant.
99.1		Unaudited pro forma condensed combined financial information of AgroFresh Solutions, Inc. as of March 31, 2015, for the three months ended March 31, 2015 and for the year ended December 31, 2014.
99.2		Press Release issued by the Company on August 3, 2015.

†	The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: August 6, 2015

	AGROFRESH SOLUTIONS, INC.

	By:	/s/ Stuart Gleichenhaus
		Name: Stuart Gleichenhaus
		Title: Interim Chief Financial Officer

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

BOULEVARD ACQUISITION CORP.

Boulevard Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The present name of the Corporation is “Boulevard Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 24, 2013 and amended and restated by the amended and restated certificate of incorporation of the Corporation filed with the Secretary of State of the State of Delaware on February 12, 2014 (the “ Amended Certificate ”).

2. This Second Amended and Restated Certificate of Incorporation (the “ Second Amended Certificate ”), which both restates and further amends the provisions of the Amended Certificate, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “ DGCL ”), at a special meeting duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by the DGCL and the Amended Certificate were voted in favor of the Second Amended Certificate.

3. The text of the Amended Certificate is hereby restated and amended in its entirety to read as follows:

FIRST: The name of the corporation is AgroFresh Solutions, Inc. (the “ Corporation ”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 615 South Dupont Highway, in the City of Dover, County of Kent, State of Delaware, postal code 19901. The name of the registered agent of the Corporation at that address is National Corporate Research, Ltd.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”).

FOURTH: A. Authorized Capital Stock . The total number of shares of all classes of stock which the Corporation shall have authority to issue is 501,000,000, divided into three classes consisting of (i) 400,000,000 shares of Common Stock, par value $0.0001 per share (the “ Common Stock ”), (ii) 100,000,000 shares of Non-Voting Common Stock, par value $0.0001 per share (the “ Non-Voting Common Stock ”), and 1,000,000 shares of Preferred Stock, par value $0.0001 per share (the “ Preferred Stock ”).

B. Preferred Stock . The board of directors of the Corporation (the “ Board ”) is hereby expressly authorized, by resolution or resolutions thereof (the certificate of designations setting forth a copy of such resolution or resolutions filed pursuant to the applicable law of the State of Delaware is being hereinafter referred to as a “ Preferred Stock Designation ”), to provide from time to time out of the unissued shares of Preferred Stock for one or more series of Preferred Stock and, with respect to each such series, to establish the number of shares constituting each such series, and to fix the designation, powers (including voting powers), preferences, and relative, participating, optional, special or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions, if any, of the shares of such series. The designation, powers, preferences, and relative, participating, optional, special or other rights, if any, of the shares of each series of Preferred Stock and the qualifications, limitations or restrictions, if any, of the shares of each series of Preferred Stock may differ from those of any and all other series of Preferred Stock at any time outstanding. Except as may otherwise be provided in this Second Amended Certificate (including any Preferred Stock Designation relating to any outstanding series of Preferred Stock), no holder of any outstanding series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof.

C. Common Stock and Non-Voting Common Stock .

1. Dividends . Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders Common Stock and Non-Voting Common Stock shall be entitled to receive dividends, when, as and if declared by the Board; provided , however , that (a) no dividend shall be declared and paid or set apart for payment on the Common Stock unless there shall also be declared and paid or set apart for payment on the Non-Voting Common Stock, the same (ratable in proportion to the number of share(s) of Common Stock into which a share of Non-Voting Common Stock is then convertible) dividend, and (b) no dividend shall be declared and paid or set apart for payment on the Non-Voting Common Stock unless there shall also be declared and paid or set apart for payment on the Common Stock, the same (ratable in proportion to the number of share(s) of Common Stock into which a share of Non-Voting Common Stock is then convertible) dividend, except that, notwithstanding the foregoing: (i) a dividend of shares of capital stock of the Corporation (other than of shares of any series of Preferred Stock) may be declared or paid or set apart for payment on the Common Stock only in shares of Common Stock; and (ii) a dividend of shares of capital stock of the Corporation (other than of shares of any series of Preferred Stock) may be declared or paid or set apart for payment on the Non-Voting Common Stock only in shares of Non-Voting Common Stock. For purposes of this Section C.1, a dividend of shares of Common Stock shall be considered the same as a dividend of shares of Non-Voting Common Stock and a dividend of shares of Non-Voting Common Stock shall be considered the same as a dividend of shares of Common Stock.

2. Liquidation . Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, each holder of Common Stock or Non-Voting Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders, ratably in the proportion that (i) the number of shares of Common Stock held by such holder, plus the number of shares of Common Stock into

which the shares of Non-Voting Common Stock held by such holder is then convertible, bears to (ii) aggregate amount of the number of shares of Common Stock outstanding, plus the number of shares of Common Stock into which the outstanding shares of Non-Voting Common Stock is then convertible. A merger or consolidation of the Corporation with or into any other corporation or other entity, or a sale, lease or exchange of all or substantially all of the property and assets of the Corporation (which shall not, in fact, result in the liquidation, dissolution or winding up of the Corporation and the distribution of the property and assets of the Corporation to its stockholders) shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section C.2.

3. Voting . Except as may otherwise be provided pursuant to this Second Amended Certificate (including any Preferred Stock Designation relating to any outstanding series of Preferred Stock) or by applicable law, (a) each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote; provided , however , that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Second Amended Certificate (including any Preferred Stock Designation relating to any outstanding series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Second Amended Certificate (including any Preferred Stock Designation relating to any outstanding series of Preferred Stock) or the DGCL and (b) no holder of Non-Voting Common Stock, as such, shall be entitled to any voting powers in respect thereof.

4. Automatic Conversion .

(a) Conversion Event . Each share of Non-Voting Common Stock shall automatically, and without any action on the part of the Corporation or the holder of such share, be converted into one (1) fully-paid and non-assessable share of Common Stock (the “ Conversion Rate ”) immediately upon the transfer, sale, assignment or conveyance of a share of Non-Voting Common Stock to a Person (as defined below) other than The Dow Chemical Company, a Delaware corporation (the “ Holder ”), or a Person over which the Holder has Control (as defined below), which such transfer, sale, assignment or conveyance is hereinafter referred to as a “ Conversion Event ”. For purposes of this Section C.4(a): (i) “ Control ” means (x) the possession, directly or indirectly, of the power to direct or cause the direction of a Person or the management or policies of a Person, whether through the ownership of voting securities, by agreement, arrangement or understanding or otherwise or (y) the ability to exercise, directly or indirectly, decisive influence over a Person or the management or policies of a Person; and (ii) “ Person ” means any corporation, partnership (whether general, limited, limited liability or other), company, limited liability company, trust, joint venture, association, unincorporated organization or other organization, whether or not a legal entity.

(b) Mechanics for Surrender of Certificates (Conversion Event) . Upon the occurrence of a Conversion Event with respect to any share of Non-Voting Common

Stock, and before the holder of such share shall receive a certificate representing the share(s) of Common Stock into which such share of Non-Voting Common Stock was converted pursuant to Section C.4(a), such holder shall surrender the certificate representing the share of Non-Voting Common Stock converted pursuant to Section C.4(a), duly endorsed for transfer to the Corporation, at the office of the Corporation or of any transfer agent for the Non-Voting Common Stock. The Corporation shall, as soon as reasonably practicable after such surrender, issue and deliver at such office to such holder (or the nominee(s) of such holder as provided in a writing given by such holder to the Corporation in connection with such surrender), a certificate representing the number of share(s) of Common Stock into which such holder’s share of Non-Voting Common Stock was converted pursuant to Section C.4(a), and the certificate previously representing the share of Non-Voting Common Stock converted pursuant to Section C.4(a) shall be cancelled. Any conversion pursuant to Section C.4(a) shall be deemed to have been effected immediately upon the Conversion Event, notwithstanding that the certificate representing the share of Non-Voting Common Stock converted pursuant to Section C.4(a) has not yet been surrendered to the Corporation by the holder thereof in accordance with this Section C.4(b), and the person(s) entitled to receive the share(s) of Common Stock issuable upon the conversion of such share of Non-Voting Common Stock shall be treated for all purposes as the record holder of such share(s) of Common Stock immediately upon the Conversion Event.

(c) Merger Event . Each share of Non-Voting Common Stock shall automatically, and without any action on the part of the Corporation or the holder of such share, be converted into fully-paid and non-assessable share(s) of Common Stock at the Conversion Rate immediately prior to the effective time of any merger or consolidation of the Corporation with or into any other corporation or other entity pursuant to which the shares of Common Stock are converted into shares or other securities of the surviving or resulting corporation or other entity or cash, property, rights or securities of any other corporation or entity (the “ Merger Event ”). Any conversion pursuant to this Section C.4(c) shall be deemed to have been effected immediately prior to the effective time of the Merger Event, notwithstanding that the certificate representing the share of Non-Voting Common Stock converted pursuant to this Section C.4(c) has not been surrendered to the Corporation by the holder thereof, and the person entitled to receive the share(s) of Common Stock issuable upon the conversion of such share of Non-Voting Common Stock shall be treated for all purposes as the record holder of such share(s) of Common Stock as of immediately prior to the effective time of the Merger Event.

(d) Adjustment to Conversion Rate . In the event that at any time or from time to time after the date upon which the shares of Non-Voting Common Stock are first issued to the Holder, the Corporation shall effect a subdivision (whether by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or a combination (whether by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Common Stock into a greater or lesser, as applicable, number of shares without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Non-Voting Common Stock, then, and in each such event, the Conversion Rate shall be proportionately increased or decreased, as

applicable. A merger or consolidation of the Corporation with or into any other corporation or other entity shall not be deemed to effect a subdivision, combination or similar reclassification or recapitalization within the meaning of this Section C.4(d).

(e) Reservation of Shares of Common Stock Issuable Upon Conversion . The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of a share of Non-Voting Common Stock pursuant to this Section C.4, such number of shares of Common Stock as shall be sufficient to effect the conversion of all outstanding shares of Non-Voting Common Stock.

(f) Status of Converted Shares . If any share of Non-Voting Common Stock is converted or is repurchased or otherwise acquired by the Corporation in any manner whatsoever, the share of Non-Voting Common Stock so converted shall, to the fullest extent permitted by law, be retired and cancelled upon such conversion or acquisition, and shall not be reissued as a share of Non-Voting Common Stock.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute or by this Second Amended Certificate or the bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise specifically required by law or as otherwise provided in this Second Amended Certificate.

B. The directors of the Corporation need not be elected by written ballot unless the bylaws so provide.

C. Subject to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

D. Subject to the rights of the holders of any outstanding series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Board acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Second Amended Certificate, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

SIXTH: A. Subject to the rights of the holders of any outstanding series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation, shall be fixed from time to time in the manner provided in the bylaws.

B. The Board (other than those directors elected by the holders of any outstanding series of Preferred Stock provided for or fixed pursuant to the provisions of FOURTH, Section

B.) shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The term of the initial Class I directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended Certificate; the term of the initial Class II directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended Certificate; and the term of the initial Class III directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time this Second Amended Certificate (and therefore such classification) becomes effective in accordance with the DGCL. Notwithstanding any other provision of this Section B., and except as otherwise required by law, whenever the holders of one or more outstanding series of Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended Certificate (including any Preferred Stock Designation relating to such series of Preferred Stock) and such directors shall not be included in any of the classes created pursuant to this Section B. unless expressly provided by such terms.

C. A majority of the Whole Board shall constitute a quorum for all purposes at any meeting of the Board, and, except as otherwise expressly required by law or by this Second Amended Certificate, all matters shall be determined by the affirmative vote of a majority of the directors present at any meeting at which a quorum is present.

D. Subject to the rights of the holders of any outstanding series of Preferred Stock, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall serve for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires, with each director to hold office until his or her successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

E. Subject to the rights of the holders of any outstanding series of Preferred Stock, any director, or the entire Board, may be removed from office at any time, but only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3 %) of the voting

power of all of the then-outstanding shares of capital stock of the Corporation then entitled to vote at an election of directors, voting together as a single class.

SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly empowered to adopt, amend or repeal bylaws of the Corporation. Any adoption, amendment or repeal of the bylaws of the Corporation by the Board shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the bylaws of the Corporation; provided , however , that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Second Amended Certificate (including any Preferred Stock Designation relating to any outstanding series of Preferred Stock), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3 %) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any provision of the bylaws of the Corporation.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Any amendment, modification or repeal of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

NINTH: The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Second Amended Certificate, and the other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Second Amended Certificate in its present form or as hereafter amended are granted subject to this reservation; provided , however , that, notwithstanding any other provision of this Second Amended Certificate or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Second Amended Certificate (including any Preferred Stock Designation relating to any outstanding series of Preferred Stock), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3 %) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend or repeal this Article NINTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, or Article EIGHTH.

TENTH: To the maximum extent permitted from time to time under the laws of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its directors or stockholders, other than those directors or stockholders who are employees of the Corporation or any of its subsidiaries. No amendment or repeal of this Article TENTH shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such director or stockholder becomes aware prior to such amendment or repeal.

ELEVENTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.

TWELFTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Second Amended Certificate (including any Preferred Stock Designation relating to any outstanding series of Preferred Stock) or the bylaws of the Corporation (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located in the State of Delaware (a “ Foreign Action ”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any provision or provisions of this Article TWELFTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article TWELFTH (including, without limitation, each portion of any sentence of this Article TWELFTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, Boulevard Acquisition Corp. has caused this Second Amended and Restated Certificate of Incorporation to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of this 31 day of July, 2015.

BOULEVARD ACQUISITION CORP.


By:	/s/ Stephen S. Trevor
	Name:	Stephen S. Trevor
	Title:	President, Chief Executive Officer and Secretary

Exhibit 3.2

CERTIFICATE OF DESIGNATION OF

SERIES A PREFERRED STOCK OF

AGROFRESH SOLUTIONS, INC.

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

AgroFresh Solutions, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “ Corporation ”), hereby certifies that the following resolution was duly adopted by the Board of Directors of the Corporation (or a duly authorized committee thereof) as required by Section 151 of the General Corporation Law of the State of Delaware (the “ General Corporation Law ”):

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of the certificate of incorporation of the Corporation, there is hereby created and provided out of the authorized but unissued preferred stock, par value $0.0001 per share, of the Corporation (“ Preferred Stock ”), a new series of Preferred Stock, and there is hereby stated and fixed the number of shares constituting such series and the designation of such series and the powers (including voting powers), if any, of such series and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of such series as follows:

Series A Preferred Stock:

Section 1. Designation and Amount . The shares of such series shall be designated as shares of “Series A Preferred Stock,” par value $0.0001 per share, of the Corporation (the “ Series A Preferred Stock ”), and the number of shares constituting such series shall be one (1).

Section 2. Definitions . The following terms shall have the following meanings for purposes of this Certificate of Designation (as the same may be amended or amended and restated from time to time, this “ Certificate of Designation ”):

(a) “ Board of Directors ” shall mean the Board of Directors of the Corporation.

(b) “ Common Stock ” shall mean the common stock, par value $0.0001 per share, of the Corporation.

(c) “ Expiration Date ” shall mean the earlier of (i) the first date that the TDCC Ownership Percentage is less than ten percent (10%) or (ii) the date that the share of Series A Preferred Stock is transferred, sold, assigned or conveyed to any Person that is not the Holder or a direct or indirect majority-owned subsidiary of the Holder.

(d) “ Holder ” shall mean The Dow Chemical Company, a Delaware corporation.

(e) “ Liquidation Preference ” shall mean $10.00 per share of Series A Preferred Stock, as adjusted for any stock splits, stock dividends, combinations, subdivisions,

reclassifications, recapitalizations or the like with respect to the outstanding share of Series A Preferred Stock.

(f) “ Liquidation Proceeds ” shall mean the assets of the Corporation legally available for distribution to its stockholders upon a liquidation, dissolution or winding up of the Corporation.

(g) “ Non-Voting Common Stock ” shall mean the non-voting common stock, par value $0.0001 per share, of the Corporation.

(h) “ Permitted Transferee ” shall mean the Holder or a direct or indirect majority-owned subsidiary of the Holder.

(i) “ Person ” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association, governmental authority or other entity.

(j) “ TDCC Ownership Percentage ” shall mean, as of any date of determination, a fraction (expressed as a percentage), (i) the numerator of which is the total number of outstanding shares of Common Stock and Non-Voting Common Stock owned, directly or indirectly, by the Holder and its direct or indirect majority-owned subsidiaries as of such date of determination, and (ii) the denominator of which is the aggregate outstanding shares of Common Stock and Non-Voting Common Stock as of such date of determination.

Section 3. Dividends . The holder of the share of Series A Preferred Stock shall not be entitled to share in any dividends or distributions of any kind or nature whatsoever, and in furtherance thereof, shall not have any dividend or distribution privileges of any kind or nature whatsoever.

Section 4. Voting Rights .

(a) For so long as the share of Series A Preferred Stock shall be outstanding and until the Expiration Date, the holder of the share of Series A Preferred Stock, voting as a separate class, shall be entitled to elect one (1) director to the Board of Directors (the “ Series A Director ”), which Series A Director shall not be subject to the classified board of directors provisions of Article SIXTH of the certificate of incorporation of the Corporation nor classified into Class I, Class II or Class III. The Series A Director elected in accordance with this Section 4 may be removed without cause only by the affirmative vote or written consent of the holder of the share of Series A Preferred Stock. Any vacancy resulting from death, resignation, disqualification or other removal from office of the Series A Director shall be filled only by the holder of the share of Series A Preferred Stock (and not by the Board of Directors). During any period when the holder of the outstanding share of Series A Preferred Stock has the right to elect the Series A Director, then upon commencement of, and for the duration of, the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by one (1), and the holder of the outstanding share of Series A Preferred Stock shall be entitled to elect the Series A Director; and (ii) the Series A Director shall serve until such director’s successor shall have been duly elected and qualified, or until the Series A Director’s right to hold such office terminates pursuant to the provisions of this

Section 4, whichever occurs earlier, subject to the Series A Director’s earlier death, resignation, retirement. Whenever the holder of the outstanding share of Series A Preferred Stock is divested of the right to elect the Series A Director in accordance with this Certificate of Designation, the term of office of the Series A Director shall forthwith and automatically terminate and the total authorized number of directors of the Corporation shall automatically be decreased by one (1).

(b) For so long as the share of Series A Preferred Stock shall be outstanding and until the Expiration Date, the Series A Director shall be a member of every committee of the Board of Directors, to the extent permitted by applicable law (including applicable tax regulations) and applicable stock exchange rules.

(c) For so long as the share of Series A Preferred Stock is outstanding, the Corporation shall not, without the affirmative vote or written consent of the holder of the share of Series A Preferred Stock, voting separately as a single class, amend, alter or repeal, whether by merger, consolidation or otherwise, any provision of the certificate of incorporation of the Corporation (including, without limitation, this Certificate of Designation), if such amendment, alteration or repeal would materially alter or change the powers, preferences, or special rights of the Series A Preferred Stock so as to affect the holder of the Series A Preferred Stock adversely.

(d) Notwithstanding Article FIFTH of the certificate of incorporation of the Corporation, any action required or permitted to be taken at any meeting of the holder of the share of Series A Preferred Stock may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holder of the outstanding share of Series A Preferred Stock and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(e) Except as set forth in subsections (a) or (c) of this Section 4 or otherwise required by law, the holder of Series A Preferred Stock shall not be entitled to vote on or consent to any matters submitted to a vote or consent of the stockholders of the Corporation, nor have any special or other voting rights and its vote or consent shall not be required for taking any corporate action.

Section 5. Liquidation . In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the outstanding share of Series A Preferred Stock shall be entitled receive out of the Liquidation Proceeds, on a pari passu basis with respect to the holders of any outstanding shares of Common Stock, an amount per share of Series A Preferred Stock equal to the Liquidation Preference.

Section 6. Expiration .

(a) On the Expiration Date, and without any action on the part of the Corporation or the holder of the outstanding share of Series A Preferred Stock, the outstanding share of Series A Preferred Stock shall be redeemed by the Corporation on the Expiration Date at the redemption price of $1.00 per share (the “ Redemption Price ”). Payment of the Redemption Price shall be made solely out of assets of the Corporation legally available therefor.

(b) Promptly following the Expiration Date, (i) the Corporation shall deliver the Redemption Price in cash to the address of the holder of the outstanding share of Series A Preferred Stock shown on the books and records of the Corporation, and (ii) the certificate representing the share of Series A Preferred Stock shall be surrendered to the Corporation by such holder.

(c) The redemption of the outstanding share of Series A Preferred Stock pursuant to this Section 6 shall be effective as of the Expiration Date.

(d) From and after the Expiration Date, the share of Series A Preferred Stock redeemed pursuant to this Section 6 shall no longer be deemed to be outstanding and all rights in respect of such share of Series A Preferred Stock (including the right to elect a Series A Director pursuant to Section 4) shall automatically terminate, except for the right to receive the Redemption Price.

Section 7. Reacquired Share . If the share of Series A Preferred Stock is cancelled or purchased, redeemed or otherwise acquired by the Corporation, in any manner whatsoever, the share of Series A Preferred Stock so acquired shall, to the fullest extent permitted by law, be retired and cancelled upon such acquisition, and shall not be reissued as a share of Series A Preferred Stock. The share of Series A Preferred Stock so acquired shall, upon its retirement and cancellation, and upon the taking of any action required by law, become an authorized but unissued share of Preferred Stock undesignated as to series and may be reissued a part of a new series of Preferred Stock, subject to the conditions and restrictions set forth in the certificate of incorporation of the Corporation or imposed by the General Corporation Law.

Section 8. Conversion; Exchange . The share of Series A Preferred Stock shall not be entitled to be converted into or exchanged for share(s) of any other capital stock of the Corporation and in furtherance thereof, shall not have conversion or exchange privileges of any kind or nature whatsoever.

Section 9. Transfer Restriction . The holder of the share of Series A Preferred Stock shall not sell, transfer, assign, convey, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of such share of Series A Preferred Stock, or any interest therein, without the prior written consent of the Corporation. Notwithstanding the foregoing restriction, the holder of the share of Series A Preferred Stock may sell, transfer, assign or convey the share of Series A Preferred Stock to a Permitted Transferee.

Section 10. Waiver . The powers (including voting powers), if any, of the Series A Preferred Stock and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of the Series A Preferred Stock may be waived as to the share of Series A Preferred Stock in any instance (without the necessity of calling, noticing or holding a meeting of stockholders) by the written consent or agreement of the holder of the share of Series A Preferred Stock, consenting or agreeing separately as a single class.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation of the Series A Preferred Stock of AgroFresh Solutions, Inc. on this 31st day of July 2015.

	AGROFRESH SOLUTIONS, INC.

	By:	/s/ Stephen S. Trevor
		Name: Stephen S. Trevor
		Title: President, Chief Executive Officer and Secretary

Exhibit 4.1

PROOF PROOF PROOF PROOF PROOF PROOF PROOF NUMBER C AgroFresh solutions, inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CoMMon sToCK This CerTifies ThaT: PROOF is The owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF AgroFresh solutions, inc. (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate duly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. COUNTERSIGNED: DATED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, NY TRANSFER AGENT BY: AUTHORIZED OFFICER SECRETARY CHIEF EXECUTIVE OFFICER CUSIP00856G109 SHARES

AgroFresh Solutions, Inc. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participat-ing, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN-as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ....................Custodian.................... (Cust) (Minor) under Uniform Gifts to Minors Act ................................................... (State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S) (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) Shares of the capital stock represented by the Certificate, and do hereby irrevocably constitutes and appoints Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program, pursuant to SEC Rule 17Ad-15). COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com

Exhibit 4.2

PROOF PROOF PROOF PROOF PROOF THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW NUMBER W AgroFresh solutions, inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS WarranT CerTifiCaTe This CerTifies ThaT: PROOF or regisTered assigns, is The regisTered hold of: warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock, $.0001 par value (“Common Stock”), of AgroFresh Solutions, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through “cashless exercise” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, NY AS WARRANT AGENT BY: DATED: AgroFresh solutions, inc. AUTHORIZED OFFICER SECRETARY CHIEF EXECUTIVE OFFICER PROOF PROOF PROOF PROOF PROOF CUSIP00856G117 WARRANTS

AgroFresh Solutions, Inc. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of February 12, 2014 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to pur-chase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement. The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant. Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company. ELECTION TO PURCHASE (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares to the order of AgroFresh Solutions, Inc. (the “Company”) in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and that such shares be delivered to (PLEASE TYPE OR PRINT NAME AND ADDRESS) If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) and that such Warrant Certificate be delivered to (PLEASE TYPE OR PRINT NAME AND ADDRESS) In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant (as such term is defined in the Warrant Agreement) may be exercised, to the extent allowed by the Warrant Agreement, through cashless ex-ercise (i) the number of shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) and that such Warrant Certificate be delivered to (PLEASE TYPE OR PRINT NAME AND ADDRESS) Date: (SIGNATURE) Signature(s) Guaranteed By The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. (ADDRESS) (TAX IDENTIFICATION NUMBER) PRINTED BY: COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com

Exhibit 10.1

CREDIT AGREEMENT

dated as of

July 31, 2015

among

AF SOLUTIONS HOLDINGS LLC,
as Holdings,

AGROFRESH INC.
as Borrower,

THE LENDERS PARTY HERETO

and

BANK OF MONTREAL,
as Administrative Agent

BMO CAPITAL MARKETS CORP.,

CREDIT SUISSE SECURITIES (USA) LLC,

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers and Joint Bookrunners

BMO CAPITAL MARKETS CORP.

CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Physical Bookrunners

CREDIT SUISSE SECURITIES (USA) LLC,

as Syndication Agent

and

SUMITOMO MITSUI BANKING CORPORATION

as Documentation Agent

TABLE OF CONTENTS

		Page

ARTICLE I Definitions		1

	SECTION 1.01 Defined Terms	1
	SECTION 1.02 Classification of Loans and Borrowings	51
	SECTION 1.03 Terms Generally	51
	SECTION 1.04 Accounting Terms; GAAP	52
	SECTION 1.05 Effectuation of Transactions	52
	SECTION 1.06 Currency Translation	52
	SECTION 1.07 Letter of Credit Amounts	53
	SECTION 1.08 Pro Forma Calculations	53

ARTICLE II The Credits		53

	SECTION 2.01 Commitments	53
	SECTION 2.02 Loans and Borrowings	53
	SECTION 2.03 Requests for Borrowings	54
	SECTION 2.04 Swing Line Loans	55
	SECTION 2.05 Letters of Credit	56
	SECTION 2.06 Funding of Borrowings	61
	SECTION 2.07 Interest Elections	62
	SECTION 2.08 Termination and Reduction of Commitments	63
	SECTION 2.09 Repayment of Loans; Evidence of Debt	64
	SECTION 2.10 Maturity and Amortization of Term Loans	65
	SECTION 2.11 Prepayment of Loans	66
	SECTION 2.12 Fees	74
	SECTION 2.13 Interest	75
	SECTION 2.14 Alternate Rate of Interest	76
	SECTION 2.15 Increased Costs	76
	SECTION 2.16 Break Funding Payments	77
	SECTION 2.17 Taxes	77
	SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs	81
	SECTION 2.19 Mitigation Obligations; Replacement of Lenders	83
	SECTION 2.20 Incremental Credit Extensions	84
	SECTION 2.21 Refinancing Amendments	87
	SECTION 2.22 Defaulting Lenders	89

AgroFresh Credit Agreement

	SECTION 2.23 Illegality	90
	SECTION 2.24 Repricing Transaction	91

ARTICLE III Representations and Warranties		91

	SECTION 3.01 Organization; Powers	91
	SECTION 3.02 Authorization; Enforceability	91
	SECTION 3.03 Governmental Approvals; No Conflicts	91
	SECTION 3.04 Financial Condition; No Material Adverse Effect	92
	SECTION 3.05 Properties	92
	SECTION 3.06 Litigation and Environmental Matters	93
	SECTION 3.07 Compliance with Laws and Agreements	93
	SECTION 3.08 Investment Company Status	93
	SECTION 3.09 Taxes	93
	SECTION 3.10 ERISA; Labor Matters	93
	SECTION 3.11 Disclosure	94
	SECTION 3.12 Subsidiaries; Equity Interests	94
	SECTION 3.13 Intellectual Property; Licenses, Etc.	94
	SECTION 3.14 Solvency	95
	SECTION 3.15 Federal Reserve Regulations	95
	SECTION 3.16 PATRIOT ACT	95
	SECTION 3.17 Use of Proceeds	96
	SECTION 3.18 Security Interests	96
	SECTION 3.19 Insurance	96
	SECTION 3.20 Senior Indebtedness	96

ARTICLE IV Conditions		96

	SECTION 4.01 Effective Date	96
	SECTION 4.02 Each Credit Event	99

ARTICLE V Affirmative Covenants		99

	SECTION 5.01 Financial Statements and Other Information	99
	SECTION 5.02 Notices of Material Events	101
	SECTION 5.03 Information Regarding Collateral	102
	SECTION 5.04 Existence; Conduct of Business	102
	SECTION 5.05 Payment of Obligations and Taxes, etc.	102
	SECTION 5.06 Maintenance of Properties	102
	SECTION 5.07 Insurance	102
	SECTION 5.08 Books and Records; Inspection and Audit Rights	103

iii

	SECTION 5.09 Compliance with Laws	103
	SECTION 5.10 Use of Proceeds and Letters of Credit	104
	SECTION 5.11 Additional Restricted Subsidiaries	104
	SECTION 5.12 Further Assurances	105
	SECTION 5.13 Certain Post-Closing Obligations	105
	SECTION 5.14 Maintenance of Ratings	105

ARTICLE VI Negative Covenants		105

	SECTION 6.01 Indebtedness; Certain Equity Securities	106
	SECTION 6.02 Liens	109
	SECTION 6.03 Fundamental Changes; Sale-Leasebacks	112
	SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions	114
	SECTION 6.05 Asset Sales	117
	SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness	119
	SECTION 6.07 Transactions with Affiliates	123
	SECTION 6.08 Restrictive Agreements	124
	SECTION 6.09 Amendment of Junior Financing and Organizational Documents	125
	SECTION 6.10 Senior Secured Net Leverage Ratio	125
	SECTION 6.11 Changes in Fiscal Periods	125

ARTICLE VII Events of Default		125

	SECTION 7.01 Events of Default	125
	SECTION 7.02 Right to Cure	128
	SECTION 7.03 Application of Funds	129

ARTICLE VIII Administrative Agent		130

	SECTION 8.01 Appointment and Authority	130
	SECTION 8.02 Rights as a Lender	130
	SECTION 8.03 Exculpatory Provisions	130
	SECTION 8.04 Reliance by Administrative Agent	131
	SECTION 8.05 Delegation of Duties	131
	SECTION 8.06 Resignation of Administrative Agent	132
	SECTION 8.07 Non-Reliance on Administrative Agent and Other Lenders	132
	SECTION 8.08 No Other Duties, Etc.	133
	SECTION 8.09 Administrative Agent May File Proofs of Claim	133
	SECTION 8.10 No Waiver; Cumulative Remedies; Enforcement	133

ARTICLE IX Miscellaneous		134

	SECTION 9.01 Notices	134

	SECTION 9.02 Waivers; Amendments	136
	SECTION 9.03 Expenses; Indemnity; Damage Waiver	139
	SECTION 9.04 Successors and Assigns	141
	SECTION 9.05 Survival	146
	SECTION 9.06 Counterparts; Integration; Effectiveness	146
	SECTION 9.07 Severability	147
	SECTION 9.08 Right of Setoff	147
	SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process	147
	SECTION 9.10 WAIVER OF JURY TRIAL	148
	SECTION 9.11 Headings	148
	SECTION 9.12 Confidentiality	148
	SECTION 9.13 USA Patriot Act	150
	SECTION 9.14 Judgment Currency	150
	SECTION 9.15 Release of Liens and Guarantees	150
	SECTION 9.16 No Advisory or Fiduciary Responsibility	151
	SECTION 9.17 Interest Rate Limitation	151

SCHEDULES:
SCHEDULE 2.01	—	Commitments
SCHEDULE 3.03	—	Governmental Approvals
SCHEDULE 3.05	—	Owned Real Property
SCHEDULE 3.12	—	Subsidiaries; Equity Interests
SCHEDULE 5.13	—	Certain Post-Closing Obligations
SCHEDULE 6.01	—	Existing Indebtedness
SCHEDULE 6.02	—	Existing Liens
SCHEDULE 6.04(e)	—	Existing Investments
SCHEDULE 6.07	—	Existing Affiliate Transactions
SCHEDULE 6.08	—	Existing Restrictions
SCHEDULE 9.01	—	Notices

EXHIBITS :

EXHIBIT A	—	Form of Assignment and Assumption
EXHIBIT B	—	Form of Guarantee Agreement
EXHIBIT C	—	Form of Perfection Certificate
EXHIBIT D	—	Form of Collateral Agreement
EXHIBIT E-1	—	Form of Closing Certificate
EXHIBIT E-2	—	Form of Solvency Certificate
EXHIBIT F	—	Form of Intercompany Note
EXHIBIT G-1	—	Form of Specified Discount Prepayment Notice
EXHIBIT G-2	—	Form of Specified Discount Prepayment Response
EXHIBIT G-3	—	Form of Discount Range Prepayment Notice
EXHIBIT G-4	—	Form of Discount Range Prepayment Offer
EXHIBIT G-5	—	Form of Solicited Discounted Prepayment Notice
EXHIBIT G-6	—	Form of Solicited Discounted Prepayment Offer
EXHIBIT G-7	—	Form of Acceptance and Prepayment Notice
EXHIBIT H	—	Form of United States Tax Compliance Certificate
EXHIBIT I	—	Form of Borrowing Request
EXHIBIT J	—	Form of Prepayment Notice
EXHIBIT K	—	Form of Compliance Certificate

CREDIT AGREEMENT dated as of July 31, 2015 (this “ Agreement ”), among AF SOLUTIONS HOLDINGS LLC, a Delaware limited liability company, as Holdings, AGROFRESH INC., an Illinois corporation (the “ Company ” or “ Borrower ”), the LENDERS party hereto, BMO HARRIS BANK, N.A, as an Issuing Bank and the Swingline Lender, and BANK OF MONTREAL, as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

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

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

“ Acceptable Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Acceptable Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Acceptance and Prepayment Notice ” means an irrevocable written notice from a Term Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit G-7.

“ Acceptance Date ” has the meaning specified in Section 2.11(a)(ii)(D).

“ Acquired EBITDA ” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Holdings, the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired Entity or Business and its subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

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

“ Acquisition ” means the direct or indirect acquisition of 100% of the issued and outstanding Equity Interests of the Target by Boulevard pursuant to the terms of the Acquisition Agreement.

“ Acquisition Agreement ” means the Stock Purchase Agreement dated as of April 30, 2015, by and among The Dow Chemical Company and Boulevard.

“ Acquisition Agreement Representations ” means the representations made by the Seller with respect to the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Boulevard (and its affiliates) has the right to terminate their obligations under the Acquisition Agreement as a result of a breach of such representations and

warranties. Notwithstanding anything to the contrary set forth herein, the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy thereof Boulevard (and its affiliates) have a right to terminate their obligations thereunder or to not consummate the Acquisition shall be governed by the law governing the Acquisition Agreement.

“ Acquisition Documents ” means the Acquisition Agreement, all other agreements to be entered into pursuant thereto or in connection therewith, and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

“ Additional Lender ” means any Additional Revolving Lender or any Additional Term Lender, as applicable.

“ Additional Revolving Lender ” means, at any time, any bank or other financial institution that agrees to provide any portion of any (a) Revolving Commitment Increase pursuant to an Incremental Revolving Facility Amendment in accordance with Section 2.20 or (b) Other Revolving Loans or Other Revolving Commitments pursuant to a Refinancing Amendment in accordance with Section 2.21; provided that each Additional Revolving Lender shall be subject to the consent of the Administrative Agent and the Borrower (in each case if and to the extent such consent would be required under Section 9.04(b) and such approval not to be unreasonably withheld) and, if such Additional Revolving Lender will provide a Revolving Commitment Increase or any Other Revolving Commitment, each Issuing Bank and the Swingline Lender (such consent in each case not to be unreasonably withheld or delayed); provided that no Affiliated Lender shall be permitted to become an Additional Revolving Lender.

“ Additional Term Lender ” means, at any time, any bank or other financial institution that agrees to provide any portion of any (a) Term Commitment Increase pursuant to an Incremental Term Facility Amendment in accordance with Section 2.20 or (b) Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment in accordance with Section 2.21; provided that (i) each Additional Term Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the consent of the Administrative Agent and the Borrower (in each case if and to the extent such consent would be required under Section 9.04(b) and such approval not to be unreasonably withheld) and (ii) each Additional Term Lender who is an Affiliated Lender shall be subject to the restrictions and other provisions of Section 9.04(f).

“ Adjusted Eurodollar Rate ” means, with respect to any Eurodollar Borrowing denominated in dollars for any Interest Period, an interest rate per annum equal to (i) the Eurodollar Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate.

“ Administrative Agent ” means Bank of Montreal, in its capacity as administrative agent and collateral agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

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

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

“ Affiliated Lender ” means, at any time, for so long as such Person is an Affiliate of the Borrower, any Lender that is the Sponsor, the Co-Investor or any Affiliate of the Borrower (other than Holdings, the Borrower or any of their respective Subsidiaries) at such time.

“ Agent Parties ” has the meaning given to such term in Section 9.01(c).

“ Agreement ” has the meaning given to such term in the preliminary statements hereto.

“ Agreement Currency ” has the meaning assigned to such term in Section 9.14(b).

“ AgroFresh Business ” has the meaning assigned to such term in the Audited Financial Statements.

“ All-In Yield ” means, as to any Indebtedness, the yield thereon, whether in the form of interest rate, margin, OID, up-front fees, a Eurodollar Rate or ABR floor greater than 1.00% or 2.00%, with respect to any Term Loans, respectively (with such increased amount being equated to interest margins for purposes of determining any increase to the Applicable Rate with respect to any Loan), or otherwise; provided that OID and up-front fees shall, for floating rate Indebtedness, be equated to interest rate assuming a 4-year life to maturity; and provided further that “All-In Yield” shall not include arrangement fees or underwriting or similar fees paid to arrangers for such Indebtedness.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00% and (c) the Adjusted Eurodollar Rate in effect on such day for a one-month Interest Period commencing on the second Business Day after such day plus 1.00%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Adjusted Eurodollar Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, respectively. Notwithstanding the foregoing, the Alternate Base Rate for any Term Loan will be deemed to be 2.00% per annum if the Alternate Base Rate for such Term Loan calculated pursuant to the foregoing provisions would otherwise be less than 2.00% per annum.

“ Applicable Account ” means, with respect to any payment to be made to the Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type.

“ Applicable Creditor ” has the meaning assigned to such term in Section 9.14(b).

“ Applicable Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Applicable Fronting Exposure ” means, with respect to any Person that is an Issuing Bank or the Swingline Lender at any time, the sum of (a) the aggregate amount of all Letters of Credit issued by such Person in its capacity as an Issuing Bank (if applicable) that remains available for drawing at such time, (b) the aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if applicable) that have not yet been reimbursed by or on behalf of the Borrower at such time and (c) the aggregate principal amount of all Swingline Loans made by such Person in its capacity as a Swingline Lender (if applicable) outstanding at such time.

“ Applicable Indebtedness ” has the meaning assigned to such term in the definition of “Weighted Average Life to Maturity.”

“ Applicable Percentage ” means, at any time with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the total Revolving Exposure at that time); provided that, at any time any Revolving Lender shall be a Defaulting Lender, “Applicable Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the total Revolving Exposure at that time, giving effect to any assignments pursuant to this Agreement and to any Lender’s status as a Defaulting Lender at the time of determination.

“ Applicable Rate ” means, for any day, (a) with respect to any Term Loan, (i) 3.75% per annum, in the case of an ABR Loan, or (ii) 4.75% per annum, in the case of a Eurodollar Loan, and (b) with respect to any Revolving Loan, (x) from the Effective Date until the first Business Day that immediately follows the date on which the certificate of a Financial Officer is delivered pursuant to Section 5.01(c) (the “ Compliance Certificate ”) in respect of the first full fiscal quarter ending after the Effective Date, (i) 3.75% per annum, in the case of an ABR Loan, or (ii) 4.75% per annum, in the case of a Eurodollar Loan and (y) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Total Net Leverage Ratio, as set forth in the then most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(c):

Applicable Rate

Pricing Level	Total Net Leverage Ratio	Eurodollar Loans		ABR Loans
1	> 3.50:1.00	4.75	%	3.75	%
2	< 3.50:1.00	4.50	%	3.50	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c); provided , however , that “Pricing Level 1” shall apply without regard to the Total Net Leverage Ratio at any time after the date on which any annual or quarterly financial statement was required to have been delivered pursuant to Section 5.01(a) or Section 5.01(b) but was not delivered (or the Compliance Certificate related to such financial statements was required to have been delivered pursuant to Section 5.01(c) but was not delivered), commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statements (or, if later, the Compliance Certificate related to such financial statements) are delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.18(e).

“ Approved Bank ” has the meaning assigned to such term in the definition of the term “Permitted Investments.”

“ Approved Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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

“ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor employed or engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.11(a)(ii); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“ Audited Financial Statements ” means the audited combined balance sheets of the AgroFresh Business as of December 31, 2013 and December 31, 2014 and the related statements of income, stockholders’ equity and cash flows of the AgroFresh Business for the year ended December 31, 2014.

“ Available Amount ” shall mean, at any time (the “ Reference Time ”), an amount equal to:

(a) the sum, without duplication, of:

(i) $15,000,000, plus

(ii) an amount (if positive) equal to the cumulative amount of Excess Cash Flow for each fiscal year of Holdings (commencing with Holdings fiscal year ending December 31, 2016) ending prior to the Reference Time for which financial statements have been delivered pursuant to Section 5.01(a) that has not been applied (and would not be required to be applied) to prepay Loans pursuant to Section 2.11(d), plus

(iii) the amount of any cash or Permitted Investments received by Holdings (other than from the Borrower or a Restricted Subsidiary) from and including the Business Day immediately following the Effective Date through and including the Reference Time from the issuance and sale of its Qualified Equity Interests (including Indebtedness and Disqualified Equity Interests which shall have subsequently been exchanged for or converted into Qualified Equity Interests) and contributed to the Borrower as cash common equity (except to the extent (x) constituting a Cure Amount or (y) applied pursuant to Sections 6.01(xxii) or 6.04(x) (the amounts described in this clause (a)(iii), the “ Available Amount Equity Component ”)), plus

(iv) the amount of any distribution in cash or Permitted Investments received by Holdings, the Borrower or any Restricted Subsidiary or received by Holdings, the Borrower or any Restricted Subsidiary upon any Disposition, in each case, in respect of any Investment made by such Person in reliance on Section 6.04(m) (not to exceed the original amount of such Investment), plus

(v) in the case of the redesignation of an Unrestricted Subsidiary as, or merger, consolidation or amalgamation of an Unrestricted Subsidiary with or into, a Restricted Subsidiary after the Effective Date, the lesser of (x) the fair market value of the Investment by Holdings, the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as, or merger, consolidation or amalgamation of such Unrestricted Subsidiary with or into, a Restricted Subsidiary, or (x) the fair market value of the original Investment by Holdings, the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary plus

(vi) the aggregate amount of Retained Declined Proceeds retained by the Borrower during the period from and including the Effective Date through and including the Reference Time, minus

(b) the sum, without duplication, of:

(i) the aggregate amount of Restricted Payments made pursuant to Sections 6.06(a)(viii) prior to the Reference Time; plus

(ii) the aggregate amount of Investments made in reliance on Section 6.04(m) prior to the Reference Time; plus

(iii) the aggregate amount of prepayments of Junior Financing made in reliance on Section 6.06(b)(iv) prior to the Reference Time; plus

(iv) the aggregate amount of Permitted Acquisitions funded by the Available Amount.

“ Available Amount Equity Component ” has the meaning assigned to such term in the definition of “Available Amount.”

“ Bankruptcy Code ” means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.

“ Board of Directors ” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers or sole manager of such Person or the board of directors or board of managers or sole manager of the member of such Person if such Person has only one member, (c) in the case of any partnership, the board of directors or board of managers of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.

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

“ Bona Fide Debt Fund ” means any debt fund affiliate of the entities mentioned in clauses (i) or (ii) of the definition of “Disqualified Lenders” that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business and whose managers are not involved with the equity investment decisions of such entities mentioned in clause (i) or (ii) of the definition of “Disqualified Lenders”.

“ Borrower ” has the meaning given to such term in the preliminary statements hereto.

“ Borrower Materials ” has the meaning assigned to such term in Section 5.01.

“ Borrower Offer of Specified Discount Prepayment ” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.11(a)(ii)(B).

“ Borrower Solicitation of Discount Range Prepayment Offers ” means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Term Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.11(a)(ii)(C).

“ Borrower Solicitation of Discounted Prepayment Offers ” means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(ii)(D).

“ Borrowing ” means any borrowing of (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) Swingline Loans.

“ Borrowing Minimum ” means (a) in the case of a Eurodollar Revolving Borrowing $1,000,000, (b) in the case of an ABR Revolving Borrowing, $500,000 and (c) in the case of Swingline Loans, $500,000.

“ Borrowing Multiple ” means (a) in the case of a Eurodollar Revolving Borrowing $500,000, (b) in the case of an ABR Revolving Borrowing, $100,000 and (c) in the case of Swingline Loans, $100,000.

“ Borrowing Request ” means a request by the Borrower, substantially in the form of Exhibit I, for a Borrowing in accordance with Section 2.03.

“ Boulevard ” means AgroFresh Solutions, Inc. (f/k/a Boulevard Acquisition Corp.).

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Expenditures ” means, for any period, the aggregate of all cash capital expenditures (including that portion of Capital Lease Obligations which is capitalized on a consolidated balance sheet in accordance with GAAP, but excluding any amount representing capitalized interest), by Holdings, the Borrower and the Restricted Subsidiaries during that period that, in conformity with GAAP, are or should be included in “purchases of property, plant or equipment” or “capital expenditures”, reflected in the consolidated statement of cash flows of Holdings, the Borrower and the Restricted Subsidiaries.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any Capitalized Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“ Cash Management Obligations ” means obligations of Holdings, the Borrower or any Restricted Subsidiary in respect of any overdraft and related liabilities arising from treasury, depository, credit card, purchasing card and cash management services or any automated clearing house transfers of funds.

“ Casualty Event ” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any casualty insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ CFC ” shall mean a Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFC Holding Company ” shall mean a Domestic Subsidiary of the Borrower that has no material assets other than the equity interests (including, for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) in one or more Foreign Subsidiaries that are CFCs.

“ Change in Control ” means:

(a) the failure of Boulevard to own all of the Equity Interests of Holdings or the failure of Holdings to own all of the Equity Interests of the Borrower;

(b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof), other than the Permitted Holders, of Equity Interests representing 45% or more of the aggregate ordinary voting power (or the equivalent thereof) represented by the issued and outstanding Equity Interests in Boulevard and the percentage of the aggregate ordinary voting power (or the equivalent thereof) so held by such Person or group is greater than the percentage of the aggregate ordinary voting power (or the equivalent thereof) represented by the Equity Interests in Boulevard held by the Permitted Holders;

(c) at any time, the occupation of a majority of the seats (other than vacant seats) on the Board of Directors of Boulevard by Persons who were neither (i) nominated, designated or approved by the Board of Directors of Boulevard or the Permitted Holders nor (ii) appointed by directors so nominated, designated or approved; or

(d) the occurrence of a “Change in Control” or similar event, however denominated), as defined in the documentation governing any Junior Financing or Credit Agreement Refinancing Indebtedness that is Material Indebtedness if the effect of such event is to permit the holders of such Material Indebtedness to require such Indebtedness to be repaid, redeemed or repurchased.

“ Change in Law ” means the occurrence, after the Effective Date, of any of the following: (a) the adoption of any rule, regulation, treaty or other Requirement of Law after the date of this Agreement, (b) any change in any rule, regulation, treaty or other Requirement of Law or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued 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 ” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans, Other Revolving Loans, Term Loans, Other Term Loans, or Incremental Term Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Swingline Commitment, Other Revolving Commitment, Term Commitment, Other Term Commitment, Incremental Term Commitment or Revolving Commitment Increase, and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Other Term Commitments, Other Term Loans, Other Revolving Commitments (and the Other Revolving Loans made pursuant

thereto) and term loans made pursuant to any Term Commitment Increase that have different terms and conditions shall be construed to be in different Classes.

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

“ Co-Investor ” means The Dow Chemical Company and its respective Control Investment Affiliates.

“ Collateral ” means any and all assets of any Loan Party, whether real or personal, tangible or intangible, on which Liens are or are purported to be granted pursuant to the Security Documents as security for the Secured Obligations.

“ Collateral Agreement ” means the Collateral Agreement among the Borrower, each other Loan Party and the Administrative Agent, substantially in the form of Exhibit D.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(a) the Administrative Agent shall have received from (i) Holdings and each of the Restricted Subsidiaries (other than any Excluded Subsidiary), either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that is required to become a Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee Agreement, in substantially the form specified therein (with such changes as may be reasonably acceptable to Borrower and the Administrative Agent), duly executed and delivered on behalf of such Person, (ii) Holdings, the Borrower, and each Subsidiary Loan Party either (x) a counterpart of the Collateral Agreement, Copyright Security Agreement, Patent Security Agreement, Trademark Security Agreement, in each case, duly executed and delivered on behalf of such Person, as applicable, or (y) in the case of any Person that becomes a Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Collateral Agreement, Copyright Security Agreement, Patent Security Agreement, Trademark Security Agreement, as applicable, in each case, in the forms specified in the Collateral Agreement, duly executed and delivered on behalf of such Person, in each case under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the Effective Date, at the reasonable request of the Administrative Agent, opinions of the type referred to in Section 4.01(b) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and (iii) the Borrower, a completed Perfection Certificate, duly executed and delivered by the Borrower;

(b) all outstanding Equity Interests of the Borrower and each Restricted Subsidiary (other than any Equity Interests constituting Excluded Assets) owned by or on behalf of any Loan Party, shall have been pledged pursuant to the Collateral Agreement, and the Administrative Agent shall have received certificates or other instruments representing all such Equity Interests (other than such Equity Interests in Immaterial Subsidiaries), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) if any Indebtedness for borrowed money of Holdings, the Borrower, or any Restricted Subsidiary in a principal amount of $2,500,000 or more is owing by such obligor to any Loan Party, such Indebtedness shall be evidenced by a promissory note that shall have been pledged pursuant to the Collateral Agreement, and the Administrative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Security Documents, or reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording; and

(e) if applicable, the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, (iii) if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board of Governors, and (iv) such legal opinions as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Restricted Subsidiary, if, and for so long as the Administrative Agent and the Borrower reasonably agree in writing that, the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any material adverse tax consequences to Holdings and its Affiliates (including the imposition of withholding or other material taxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents and Liens permitted hereunder, (c) in no event shall any Loan Party be required to complete any filings or other action with respect to the perfection of security interests in any jurisdiction outside of the United States, (d) no action to perfect a security interest in motor vehicles and other assets subject to certificates of title shall be required other than the filing of a financing statement under the Uniform Commercial Code and (e) in no event shall the Collateral include any Excluded Assets. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Restricted Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Restricted Subsidiaries formed or acquired, after the Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

“ Commitment ” means (a) with respect to any Lender, its Revolving Commitment, Other Revolving Commitment, Revolving Commitment Increase, Term Commitment, Other Term Commitment or Incremental Term Commitment of any Class or any combination thereof (as the context requires) and (b) with respect to any Swingline Lender, its Swingline Commitment.

“ Compliance Certificate ” means a Compliance Certificate required to be delivered pursuant to Section 5.01(c) substantially in the form attached hereto as Exhibit K .

“ Company ” has the meaning given to such term in the preliminary statements hereto.

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

(a) without duplication and to the extent not already included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense and, to the extent not reflected in such total interest expense, (w) any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative instruments, (x) bank and letter of credit fees and costs of surety bonds in connection with financing activities, (y) any premium, make-whole, penalty or breakage payments in respect of indebtedness, and (z) the aggregate amount of all dividends in respect of Disqualified Equity Interests;

(ii) provision for taxes based on income, profits or capital, including federal, foreign, state, franchise, and similar taxes paid or accrued during such period (including in respect of repatriated funds), together with all Restricted Payments made under Section 6.06(a)(ix)(C);

(iii) depreciation and amortization (including amortization of deferred financing fees or costs);

(iv) Non-Cash Charges;

(v) extraordinary losses, expenses or charges and unusual or non-recurring losses, expenses or charges;

(vi) cash restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Effective Date and adjustments to existing reserves); provided that the aggregate amount added back to Consolidated Net Income pursuant to this clause (vi) for any Test Period shall not exceed, when taken together with the aggregate amount included in Consolidated EBITDA pursuant to clause (b) of this definition (other than the amount of cost savings, operating expense reductions or synergies added pursuant to such clause (b) that are calculated in accordance with Regulation S-X of the Securities Act), 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (a)(vi) or clause (b) of this definition);

(vii) any expenditures (whether paid in cash or accrued as liabilities) by Holdings and its Subsidiaries in establishing financial, information technology and other similar systems of Holdings and its Subsidiaries, including costs of the transition and integration of any such systems in connection with the Acquisition or in respect of the establishment of the Target as a standalone business, and any similar systems establishment and implementation and transition and integration costs incurred in connection with any Permitted Acquisition or other Investment permitted by Section 6.04, and other non-recurring integration, start-up and other similar costs, costs related to the closure and/or consolidation of facilities, business optimization expenses, business development expenses, contract termination costs, retention, recruiting, relocation, separation, termination, severance and

signing bonuses and expenses, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming the primary operating subsidiary of a public company or any other costs incurred in connection with any of the foregoing; provided that the aggregate amount in this clause (vii) included in Consolidated EBITDA for any period shall not exceed $7,500,000;

(viii) the amount of any non-controlling interest expense consisting of subsidiary income attributable to non-controlling equity interests of third parties in any Non-Wholly Owned Subsidiary deducted (and not added back in such period to Consolidated Net Income);

(ix) (A) the amount of management, monitoring, consulting and advisory fees, indemnities and related expenses paid or accrued in such period to (or on behalf of) the Sponsor permitted to be paid pursuant to Section 6.07(iv) and any Restricted Payments under Section 6.06(a)(vii), (B) indemnity payments for the benefit of directors and officers and any director fees or other similar amounts paid to members of the governing bodies of Holdings and its Subsidiaries with respect to meetings of such governing bodies, committees thereof and other meetings directly related to the business of such governing body, and (C) the amount of expenses relating to payments made to option holders of Holdings or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted in the Loan Documents;

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

(xi) the amount of any net losses from discontinued operations in accordance with GAAP;

(xii) any non-cash loss attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments (in the case of both hedging obligations and other derivative instruments to the extent the cash impact resulting from such loss has not been realized) pursuant to Financial Accounting Standards Accounting Standards Codification No. 815—Derivatives and Hedging;

(xiii) any loss from the valuation of earn-out obligations and contingent consideration;

(xiv) any expenses, charges or losses that are covered by insurance, indemnification or other reimbursement provisions (to the extent that the proceeds of such insurance, reimbursement or indemnification is not included in income), in each case, to the extent (x) actually received or reimbursed or (y) the Borrower has made a determination that reasonable evidence exists that such insurance, indemnification or reimbursement will be made and such amount has not been denied in writing by the applicable insurer, indemnifying party or obligor;

(xv) any research and development expenses incurred prior to the Effective Date relating to the Integrated Decay Control or Invinsa (excluding Landspring) projects;

(xvi) any expenses or amortization arising out of the accrual or payment of the Seller Earnout or any amounts payable under the Tax Receivables Agreement;

(xvii) amounts paid in respect of the TSA Execution Fee (as defined in Schedule 2.3 to the Acquisition Agreement) (including any amount thereof deferred pursuant to TSA Execution Fee Deferment) (as defined in Schedule 2.3 to the Acquisition Agreement) not exceeding $5,000,000 in the aggregate for all periods; and

(xviii) any costs or expenses incurred in respect of payments to rating agencies in connection with compliance with Section 5.14; plus

(b) without duplication, the amount of “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized in connection with (x) any restructuring of Holdings, the Borrower or any of the Restricted Subsidiaries not in the ordinary course of business, or (y) any Permitted Acquisition or other Investment permitted under Section 6.04 or Disposition of all or substantially all Equity Interests in any Restricted Subsidiary or any division, product line or facility used for operations of Holdings, the Borrower or any of the Restricted Subsidiaries, in each case that are projected by Holdings in good faith to be realized no later than 18 months after the consummation of such transaction (which cost savings, operating expense reductions and synergies projected to result from any such action shall be added to Consolidated EBITDA for any Test Period ending not more than 18 months after such action is taken as though such cost savings, operating expense reductions and synergies had been realized on the first day of the relevant Test Period), net of the amount of actual benefits realized from such actions; provided that (A) such cost savings, operating expenses or synergies are factually supportable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges or other amounts included in Consolidated EBITDA in clause (a) above (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken) and (C) the aggregate amount of cost savings, operating expense reductions or synergies added pursuant to this clause (b), when taken together with the aggregate amount included in Consolidated EBITDA pursuant to clause (a)(vi) of this definition, shall not exceed 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to clause (a)(vi) or this clause (b)); less

(c) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) extraordinary gains and unusual or non-recurring gains;

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

(iii) gains on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

(iv) the amount of any non-controlling interest income consisting of subsidiary loss attributable to non-controlling equity interests of third parties in any Non-Wholly Owned Subsidiary added (and not deducted in such period from Consolidated Net Income); and

(v) any income from the valuation of earnout obligations and contingent consideration;

in each case, as determined on a consolidated basis for Holdings, the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

(I) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency re-measurements of Indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances),

(II) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of (i) Financial Accounting Standards Accounting Standards Codification (“ FASB ASC ”) No. 815—Derivatives and Hedging, and (ii) FASB ASC 480-10 regarding accounting for financial instruments with debt and equity characteristics,

(III) there shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by Holdings, the Borrower or any Restricted Subsidiary during such period to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to the Transactions or a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”), in each case based on the Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis; and

(IV) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, or any division, product line or facility used for operations of Holdings, the Borrower or any of the Restricted Subsidiaries, sold, transferred or otherwise disposed of by Holdings, the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “ Sold Entity or Business ”), in each case based on the Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.

“ Consolidated Net Debt ” means, as of any date of determination, (a) Consolidated Total Debt minus (b) the aggregate amount of cash and Permitted Investments of Holdings, the Borrower and the Restricted Subsidiaries (in each case, free and clear of all liens, other than Liens permitted pursuant to Section 6.02), excluding cash and Permitted Investments which are listed as “restricted” on the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries as of such date in accordance with GAAP, in an aggregate amount for this clause (b), not to exceed $20,000,000.

“ Consolidated Net Income ” means, for any period, the net income (loss) of Holdings, the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication:

(a) accruals and reserves that are established or adjusted as a result of any Permitted Acquisition or other Investment permitted pursuant to Section 6.04 in accordance with GAAP (including any adjustment of estimated payouts on existing earn-outs)

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income,

(d) any fees, costs and expenses (including any transaction or retention bonus) incurred during such period, or any amortization thereof for such period, in connection with any Permitted Acquisition or other Investment permitted by Section 6.04, Capital Expenditures, non-ordinary course asset disposition or acquisition, issuance or repayment of debt (including financing and refinancing fees and any premium, make-whole, penalty or breakage paid in connection with redeeming or retiring indebtedness prior to its stated maturity), issuance of equity securities, establishment of joint ventures, strategic alliances or similar arrangements, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed), any non-recurring charges or merger costs incurred during such period as a result of any such transaction, and any non-recurring charges or costs in connection with the establishment of any intellectual property license,

(e) any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative instruments,

(f) non-cash stock-based award compensation expenses,

(g) any income (loss) attributable to deferred compensation plans or trusts,

(h) any income (loss) for such period of any Person if such Person is not a Restricted Subsidiary, except that Consolidated Net Income shall include the aggregate amount of cash or cash equivalents actually distributed by such Person during such period to Holdings, the Borrower or any Restricted Subsidiary as a dividend or other distribution,

(i) any income (loss) from Investments recorded using the equity method, but including any cash distributions of earnings received by any Restricted Subsidiary from Investments recorded using the equity method, and

(j) any income (loss) of any Restricted Subsidiary (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except to the extent cash equal to such income (or a portion thereof) for such period is actually distributed by such Restricted Subsidiary, directly or indirectly, to a Loan Party or is readily procurable, directly or indirectly, by a Loan Party from such Subsidiary pursuant to a repayment of an intercompany loan, a repurchase of Equity Interests by such Subsidiary, a factoring arrangement, a royalty agreement, a transfer pricing agreement, a management fee arrangement or management agreement or otherwise.

There shall be included in Consolidated Net Income, without duplication, the amount of any cash tax benefits related to the tax amortization of intangible assets in such period. There shall be excluded from Consolidated Net Income for any period the effects from applying acquisition method accounting, including, but not limited to, applying acquisition method accounting to inventory, property and equipment, leases, software and other intangible assets and deferred revenue (including deferred costs related thereto and deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and

the Restricted Subsidiaries, and any fair value step-up adjustments), as a result of the Transactions, any acquisition consummated prior to the Effective Date and any Permitted Acquisitions or the amortization or write-off of any amounts thereof.

“ Consolidated Total Assets ” means, the consolidated total assets of Holdings, the Borrower and the Restricted Subsidiaries as set forth on the consolidated balance sheet of Holdings as of the most recent period for which financial statements were required to have been delivered pursuant to Sections 5.01(a) and (b).

“ Consolidated Total Debt ” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries outstanding on such date (including the Seller Earnout so long as and to the extent it remains unpaid and the obligation in respect thereof under the Acquisition Documents has not been terminated, which shall be treated as “Indebtedness” of the Borrower), determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of acquisition method accounting in connection with the Transactions or any Permitted Acquisition (or other similar Investment permitted hereunder)) consisting only of Indebtedness for borrowed money, unreimbursed obligations under drawn letters of credit, obligations in respect of Capitalized Leases and purchase money debt.

“ Consolidated Working Capital ” means, at any date, the excess of (a) the sum of all amounts (other than cash and Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date, excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries on such date, including current and long-term deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and obligations under Letters of Credit to the extent otherwise included therein, (iii) the current portion of interest, (iv) the current portion of current and deferred income taxes and (v) any current liability to the extent there is a corresponding restricted cash deposit; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by Holdings, the Borrower and the Restricted Subsidiaries shall be measured from the date on which such acquisition or disposition occurred until the first anniversary of such acquisition or disposition with respect to the Person subject to such acquisition or disposition and (B) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of Consolidated Net Income and (III) any changes in current assets or current liabilities as a result of (y) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (z) the effects of acquisition method accounting.

“ Contribution Indebtedness ” means Indebtedness of Holdings, the Borrower or any Restricted Subsidiary in a principal amount not in excess of the aggregate amount of cash contributions (other than in respect of any Equity Interests issued in connection with any Cure Rights) made after the Effective Date to Holdings in exchange for or as a contribution to Qualified Equity Interests of Holdings.

“ Contract Consideration ” has the meaning assigned to such term in the definition of “Excess Cash Flow.”

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Control Investment Affiliate ” means, as to any Person, any other Person that (a) directly or indirectly is in Control of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity investments in one or more companies.

“ Copyright Security Agreement ” has the meaning assigned to such term in the Collateral Agreement.

“ Credit Agreement Refinancing Indebtedness ” means Term Loan Refinancing Indebtedness and Revolver Refinancing Indebtedness.

“ Cure Amount ” has the meaning assigned to such term in Section 7.02(a).

“ Cure Right ” has the meaning assigned to such term in Section 7.02(a).

“ Debt Fund Affiliate ” has the meaning assigned to such term in Section 9.04(f)

“ Debtor Relief Laws ” means the Bankruptcy Code, and 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 or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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

“ Defaulting Lender ” means, subject to Section 2.22(b), any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within one Business Day of the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement or provided any written notification to any Person to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)), to confirm in a manner satisfactory to the Administrative Agent and the Borrower that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, on or after the Effective Date and other than in connection with an Undisclosed Administration (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, unless, in the case of this clause (d), the Borrower and the Administrative Agent are each reasonably satisfied that such Lender will remain capable of performing its obligations hereunder; 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 of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Government Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with any such Lender.

“ Defaulting Lender Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit obligations other than Letter of Credit obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.

“ Designated Non-Cash Consideration ” means the fair market value (as determined by the Borrower in good faith) of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with any Disposition pursuant to Section 6.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the amount of cash or Permitted Investments received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to cash or Permitted Investments).

“ Discount Prepayment Accepting Lender ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Discount Range ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Discount Range Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Discount Range Prepayment Notice ” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.11(a)(ii)(C) substantially in the form of Exhibit G-3.

“ Discount Range Prepayment Offer ” means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit G-4, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“ Discount Range Prepayment Response Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Discount Range Proration ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Discounted Prepayment Determination Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Discounted Prepayment Effective Date ” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discounted Prepayment Offers or Borrower Solicitation of Discount Range Prepayment Offer, five (5) Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance with Section 2.11(a)(ii)(B), Section 2.11(a)(ii)(C) or Section 2.11(a)(ii)(D), as applicable unless a shorter period is agreed to between the Borrower and the Auction Agent.

“ Discounted Term Loan Prepayment ” has the meaning assigned to such term in Section 2.11(a)(ii)(A).

“ Disposed EBITDA ” means, with respect to any Sold Entity or Business for any period, the amount (which may be less than zero) for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to Holdings, the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“ Disposition ” has the meaning assigned to such term in Section 6.05.

“ Disqualified Equity Interest ” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than (x) solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests or (y) at the option of the issuer thereof) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date that is 91 days after the Latest Maturity Date; provided , however , that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale”, “casualty or condemnation event” or a “change of control” shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Document Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination of the Commitments, (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of Holdings, the Borrower or any of the Restricted Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings, the Borrower or any of the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person, and (iii) if an Equity Interest in any Person is issued to any current or former officer, manager, consultant, director or employee (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings, Boulevard, the Borrower or the Restricted Subsidiaries, such Equity Interest shall not constitute a Disqualified Equity Interest solely because such Equity Interest may be required to be redeemed or repurchased upon the death, disability, retirement or termination of employment of any such Person.

“ Disqualified Lenders ” means (i) certain financial institutions and other entities identified in writing by Boulevard to the Lead Arrangers on or prior to April 30, 2015 (and affiliates of such identified entities (other than Bona Fide Debt Funds) that are reasonably identifiable as affiliates solely on the basis of their name (provided that no Lender shall have an obligation to carry out due diligence in order to identify such affiliates)), (ii) bona fide competitors of the Borrower and its Subsidiaries identified in writing from time to time (and affiliates thereof) (other than Bona Fide Debt Funds) that are reasonably

identifiable as affiliates solely on the basis of their name (provided that no Lender shall have an obligation to carry out due diligence in order to identify such affiliates)), (iii) any Persons which are unable to certify that they are not competitors (or Affiliates of any such competitors) of the Company or any of its Subsidiaries or (iv) any affiliates of the Lead Arrangers that are engaged as principals primarily in private equity or venture capital.

“ Documentation Agent ” means Sumitomo Mitsui Banking Corporation, in its capacity as Documentation Agent.

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

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

“ ECF Percentage ” means, with respect to the prepayment required by Section 2.11(d) with respect to any fiscal year of Holdings, if the Senior Secured Net Leverage Ratio (prior to giving effect to the applicable prepayment pursuant to Section 2.11(d)) as of the end of such fiscal year is (a) greater than 3.50 to 1.00, 50% of Excess Cash Flow for such fiscal year, (b) greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00, 25% of Excess Cash Flow for such fiscal year and (c) less than or equal to 3.00 to 1.00, 0% of Excess Cash Flow for such fiscal year.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02) and on which the initial funding of the Loans occurs.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than Holdings, the Borrower or any of their subsidiaries), other than, in each case, a natural person; and, in any event, excluding any Disqualified Lender.

“ Environmental Laws ” means all applicable treaties, rules, regulations, codes, ordinances, judgments, orders, decrees and other applicable Requirements of Law, in each instance relating to the protection of the environment, to preservation or reclamation of natural resources, to Release or threatened Release of any Hazardous Material or to the extent relating to exposure to Hazardous Materials, to health or safety matters.

“ Environmental Liability ” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities), of Holdings, the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) Environmental Laws and the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed by the Company or any of its Subsidiaries or imposed upon the Company or any of its Subsidiaries with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with a Loan Party, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is also treated as a single employer under Section 414(m) and (o) of the Code.

“ ERISA Event ” means (a) a “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which notice is waived); (b) the failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived or a failure of a Loan Party or ERISA Affiliate to make any required contribution to a Multiemployer Plan (unless such failure is corrected by the final due date for the plan year for which such failure occurred); (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that a Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code) or “critical and declining” status (within the meaning of Section 305 of ERISA); (e) the incurrence by a Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan, a withdrawal by any Loan Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA), or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (f) the receipt by a Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan or the filing of a notice of intent to terminate, the treatment of a Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA,; (g) the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by a Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or, in “endangered status” or “critical status”, within the meaning of Section 305(b) of ERISA; (i) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; or (j) the occurrence of a non-exempt prohibited transaction with respect to any Plan maintained or contributed to by any Loan Party (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in material liability to any Loan Party.

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

“ Eurodollar Borrowing ” has the meaning assigned to such term in Section 1.02.

“ Eurodollar Loan ” has the meaning assigned to such term in Section 1.02.

“ Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar Borrowing, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time), on the date that is two Business Days prior to the commencement of such Interest Period by reference to the rate set by ICE Benchmark Administration for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by ICE Benchmark Administration as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided , however , that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “ Eurodollar Rate ” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for

such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period; provided , further , that, if the Eurodollar Rate is equal to or less than zero, the Eurodollar Rate for Revolving Loans for the applicable Interest Period shall be equal to 0.00%. Notwithstanding the foregoing, the Eurodollar Rate with respect to any applicable Interest Period for any Term Loan will be deemed to be 1.00% per annum if the Eurodollar Rate for such Interest Period determined pursuant to this definition would otherwise be less than 1.00% per annum.

“ Eurodollar Revolving Borrowing ” has the meaning assigned to such term in Section 1.02.

“ Eurodollar Revolving Loan ” has the meaning assigned to such term in Section 1.02.

“ Event of Default ” has the meaning assigned to such term in Section 7.01.

“ Excess Cash Flow ” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all Non-Cash Charges (including depreciation and amortization), in each case to the extent deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital for such period,

(iv) an amount equal to the aggregate net non-cash loss on dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income,

(v) the amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid (including the amount of Restricted Payments under 6.06(a)(ix)(C)) in such period; and

(vi) cash receipts in respect of Swap Agreements during such fiscal year to the extent not otherwise included in Consolidated Net Income; less :

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (including any amounts included in Consolidated Net Income pursuant to the last sentence of the definition of “Consolidated Net Income” to the extent such amounts are due but not received during such period) and cash charges included in clauses (a) through (j) of the definition of Consolidated Net Income (other than cash charges in respect of Transaction Costs paid on or about the Effective Date to the extent financed with the proceeds of Indebtedness incurred on the Effective Date or an equity investment on the Effective Date),

(ii) without duplication of amounts deducted pursuant to clause (ix) below in prior periods, the amount of Capital Expenditures made in cash during such period, except to the extent that such Capital Expenditures were financed with the proceeds of long-term

Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries (other than revolving Indebtedness) or with the proceeds from the issuance or sale of Equity Interests or a Disposition or Casualty Event,

(iii) the aggregate amount of all principal payments, purchases or other retirements of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans and Incremental Term Loans pursuant to Section 2.11(c) with the Net Proceeds from an event of the type specified in clause (a) of the definition of “Prepayment Event” to the extent required due to a disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans and Incremental Term Loans, (Y) all prepayments of Revolving Loans and Swingline Loans made during such period and (Z) all prepayments of revolving credit facilities (other than in respect of any revolving credit facility to the extent there is an equivalent permanent reduction in commitments thereunder)), except to the extent financed with the proceeds of other long-term Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries (other than revolving Indebtedness) or with the proceeds from the issuance or sale of Equity Interests or a Disposition or Casualty Event, in each case valued at the purchase price to the extent less than the principal amount prepaid, purchased or retired,

(iv) an amount equal to the aggregate net non-cash gain on dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v) increases in Consolidated Working Capital for such period,

(vi) without duplication of amounts deducted pursuant to clause (ix) below in prior periods, the amount of Investments and acquisitions made in cash during such period pursuant to Section 6.04(b), (c)(iii)(A) (to the extent such Investment is made in a Restricted Subsidiary that is not a Loan Party), (f), (h), (l), (m), (n), (p), (q), (v), (z), (aa) or (cc) to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings, the Borrower and the Restricted Subsidiaries,

(vii) the amount of dividends paid and other Restricted Payments made during such period pursuant to Sections 6.06(a)(v), (vi)(B), (vii), (ix)(B), (xiii) or (xv) to the extent such dividends or other Restricted Payments were financed with internally generated cash flow of Holdings, the Borrower and the Restricted Subsidiaries,

(viii) the aggregate amount of any premium, make-whole, breakage or penalty payments actually paid in cash by Holdings, the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness that results in a deduction pursuant to clause (b)(iii) above,

(ix) without duplication of amounts deducted from Excess Cash Flow in such period or any other period, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating to payments of Indebtedness set forth in clause (iii) above, dividends and other Restricted Payments set forth in clause (vii) above, Permitted Acquisitions, other Investments or Capital Expenditures to be consummated or made during the period of four consecutive fiscal

quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such payments of Indebtedness, dividends and other Restricted Payments, Permitted Acquisitions, Investments or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,

(x) cash payments by Holdings, the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings, the Borrower and the Restricted Subsidiaries other than Indebtedness,

(xi) cash expenditures in respect of Swap Agreements during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income,

(xii) cash expenditures made during such period in respect of accruals and reserves in effect as of the Effective Date,

(xiii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and

(xiv) the amount of cash dividends paid by the Borrower or Holdings to Holdings or Boulevard for payments under Section 2.3 or 2.4 of the Acquisition Agreement or pursuant to the Tax Receivables Agreement.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended from time to time.

“ Excluded Assets ” has the meaning assigned to such term in the Collateral Agreement.

“ Excluded Subsidiary ” means (a) any Subsidiary that is not a Wholly Owned Subsidiary of Holdings to the extent equity interest in such Subsidiary is not permitted by the terms of such organizational or joint venture documents to serve as Collateral, (b) any CFC, (c) any CFC Holding Company, (d) any Immaterial Subsidiary, (e) any Unrestricted Subsidiary, (f) any Subsidiary that is prohibited by applicable law, rule or regulation or contractual obligation existing on the Effective Date or, if later, the date it first becomes a Subsidiary (in each case, so long as such prohibition was not created in contemplation of such entity becoming a Subsidiary of the Borrower), from guaranteeing the Secured Obligations, (g) any Subsidiary that would require the consent, approval, license or authorization from any Governmental Authority to guarantee the Secured Obligations, (h) any Subsidiary for which providing a Guarantee could reasonably be expected to result in a material adverse tax consequence to Holdings, Borrower, or one of their Subsidiaries as determined in good faith by the Borrower and the Administrative Agent, and (i) any other Subsidiary excused from becoming a Loan Party pursuant to the last paragraph of the definition of the term “Collateral and Guarantee Requirement”; provided that no Subsidiary that provides a Guarantee in respect of any Credit Agreement Refinancing Indebtedness shall be an Excluded Subsidiary.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, as applicable, (a) Taxes measured by or imposed on such recipient’s net income (however denominated) and franchise (or similar) Taxes imposed on such recipient in lieu of income Taxes by (i) the laws of the United States of America, or the jurisdiction under the laws of which such recipient is organized or in which its principal office is located

or, in the case of any Lender, in which its applicable lending office is located, or (ii) any other jurisdiction as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than a connection arising from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned an interest in, engaged in any other transaction pursuant to, or enforced, any Loan Documents), (b) any branch profits Tax imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above, (c) any withholding Tax that is attributable to a recipient’s failure to comply with Section 2.17(f), (d) any U.S. federal withholding Taxes imposed under FATCA and (e) except in the case of an assignee pursuant to a request by the Borrower under Section 2.19 hereto, any U.S. federal withholding Taxes imposed due to a Requirement of Law in effect at the time a Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax under Section 2.17(a).

“ fair market value ” means with respect to any asset or liability, the fair market value of such asset or liability as determined in good faith by a Responsible Officer of the Borrower.

“ FATCA ” means Sections 1471 through 1474 of the Code, as in effect on the date of this Agreement (or any amended or successor version to the extent such version 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, and any intergovernmental agreements entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

“ Federal Funds Effective 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 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 immediately 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 Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means the Fee Letter, dated as of April 30, 2015 between Bank of Montreal and the Borrower.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer, controller or similar officer of Holdings, the Borrower or any applicable Subsidiary.

“ Financial Performance Covenant ” means the covenant set forth in 6.10.

“ Financing Transactions ” means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“ Foreign Subsidiary ” means (i) any Subsidiary (other than a parent company of the Borrower) that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, (ii) any Subsidiary (other than a parent company of the Borrower) that is a disregarded entity or partnership for U.S. federal income tax purposes, substantially all

of the assets of which consist of Equity Interests in one or more Subsidiaries described in clause (i) of this definition and (iii) any Subsidiary (other than a parent company of the Borrower) in which a Subsidiary described in clause (i) directly or indirectly owns a majority of the Equity Interests.

“ Funded Debt ” means all Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time but subject to Section 1.04.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether federal, state 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 such group or body charged with setting financial accounting or regulatory capital rules or standards (including the Bank for International Settlements and the Basel Committee on Banking Supervision) and any supra-national bodies such as the European Union or the European Central Bank).

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

“ Guarantee Agreement ” means the Master Guarantee Agreement among each Guarantor, and the Administrative Agent, substantially in the form of Exhibit B.

“ Guarantor ” means Holdings and each Subsidiary Loan Party.

“ Hazardous Materials ” means all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum by-products or distillates, and all other substances or wastes of any nature regulated as hazardous or toxic, or any other term of similar import, pursuant to any Environmental Law.

“ Holdings ” shall mean AF Solutions Holdings LLC, a Delaware limited liability company. Holdings shall be a Wholly Owned Subsidiary of Boulevard and the Borrower shall be a Wholly Owned Subsidiary of Holdings.

“ Identified Participating Lenders ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Identified Qualifying Lenders ” has the meaning specified in Section 2.11(a)(ii)(D).

“ Immaterial Subsidiary ” means any Subsidiary other than a Material Subsidiary. .

“ Incremental Borrowing ” has the meaning assigned to such term in Section 1.02.

“ Incremental Cap ” means, at any date of determination, an aggregate principal amount of up to:

(i) $50,000,000, plus

(ii) an unlimited amount, so long as in the case of this clause (ii) only, such amount at such date of determination can be incurred without causing the Senior Secured Net Leverage Ratio to exceed 4.25 to 1.00; provided that (A) with respect to any Revolving Commitment Increase, such Secured Net Leverage Ratio shall be calculated as if the Revolving Loans committed thereunder were fully drawn as of such date of determination, and (B) in the event that any portion of a Revolving Commitment Increase or Term Commitment Increase is being incurred in concurrent reliance of this clause (ii) and the preceding clause (i), such Secured Net Leverage Ratio shall be permitted to exceed 4.25:1.00 as of such date of determination to the extent of such amounts incurred in reliance on the preceding clause (i), plus

(iii) the aggregate amount of (x) voluntary prepayments of Term Loans and (y) to the extent resulting in permanent commitment reductions in respect of Revolving Loans, voluntary prepayments of Revolving Loans, in each case under clauses (x) and (y) occurring prior to (or in connection with) the incurrence of any Incremental Term Loans or Revolving Commitment Increases, as applicable.

“ Incremental Revolving Facility Amendment ” has the meaning assigned to such term in Section 2.20(c)(ii).

“ Incremental Revolving Facility Closing Date ” has the meaning assigned to such term in Section 2.20(c)(ii).

“ Incremental Term Commitment ” has the meaning assigned to such term in Section 2.20(c)(iii).

“ Incremental Term Facility Amendment ” has the meaning assigned to such term in Section 2.20(c)(iii).

“ Incremental Term Facility Closing Date ” has the meaning assigned to such term in Section 2.20(c)(iii).

“ Incremental Term Loans ” has the meaning assigned to such term in Section 2.20(b).

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such

Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation is not paid after becoming due and payable or such obligation is reflected on the balance sheet in accordance with GAAP and (iii) any deferred compensation and accruals for payroll and (iv) other liabilities accrued in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others (determined at the lesser of the principal amount of the underlying Indebtedness and the amount of any such Guarantee), (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations of such Person under Swap Agreements, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all obligations of such Person with respect to the redemption, repurchase, repayment, return of capital or other similar obligations in respect of Disqualified Equity Interests; provided that the term “Indebtedness” shall not include deferred or prepaid revenue, or, obligations under the Tax Receivables Agreement; provided , further , that, for all purposes herein (including the calculation of any financial ratio or leverage ratio), the Seller Earnout (so long as and to the extent it remains unpaid and the obligation in respect thereof under the Acquisition Documents has not been terminated) shall be treated as “Indebtedness” of the Borrower. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any Person shall for purposes of clause (e) above (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith. Notwithstanding the foregoing, none of the following shall be deemed to constitute Indebtedness: (i) any Qualified Equity Interests and (ii) any post-closing purchase price or working capital adjustment (other than Seller Earnout) or tax gross-up or true-up (including as applicable in respect of the Acquisition).

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

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

“ Information ” has the meaning assigned to such term in Section 9.12(a).

“ Intellectual Property ” has the meaning assigned to such term in the Collateral Agreement.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing or Term Loan Borrowing in accordance with Section 2.07.

“ Interest Payment Date ” means (a) with respect to any ABR Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs on the last Business Day of each March, June, September and December.

“ Interest Period ” means, with respect to any Eurodollar Borrowing, the period commencing on the date such Borrowing is disbursed or converted to or continued as a Eurodollar Borrowing, as applicable, and ending on the date that is one, two, three or six months thereafter as selected by the Borrower in its Borrowing Request (or, if agreed to by each Lender participating therein, twelve months or, if agreed to by the Administrative Agent such other shorter period); provided that

(a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day,

(b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month at the end of such Interest Period and

(c) no Interest Period shall extend beyond (i) in the case of Term Loans, the Term Maturity Date, (ii) in the case of Incremental Term Loans, the Latest Maturity Date, applicable thereto and (iii) in the case of Revolving Loans, the Revolving Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness 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) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Financial Officer, (c) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value (as determined in good faith by a Financial Officer) of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (i) the cost of all additions thereto and minus (ii) the amount of any portion of such Investment that has been returned or repaid to the investor in cash as a repayment of principal or a return of capital and of any cash payments actually received by such investor representing interest, dividends or other distributions in respect of such

Investment (to the extent the amounts referred to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 6.04, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer. Notwithstanding the foregoing, for purposes of this Agreement and the other Loan Documents, payments by Borrower or any other Loan Party to the Seller under the Tax Receivables Agreement or in respect of the Seller Earnout shall not constitute an “Investment”.

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means (a) BMO Harris Bank, N.A and (b) each Revolving Lender that shall have become an Issuing Bank hereunder as provided in Section 2.05(k) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.05(l)), each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Judgment Currency ” has the meaning assigned to such term in Section 9.14(b).

“ Junior Financing ” means (a) any unsecured, junior secured or subordinated Indebtedness incurred for borrowed money, (b) Permitted Junior Secured Refinancing Debt and (c) Permitted Unsecured Refinancing Debt, and in each case any Permitted Refinancing thereof.

“ Junior Lien ” means any Lien that ranks junior to the Liens securing all or any portion of the Secured Obligations.

“ Junior Lien Intercreditor Agreement ” means an intercreditor agreement among the Administrative Agent and one or more authorized representatives for holders of one or more classes of applicable Indebtedness secured by Junior Liens in terms and substance reasonably acceptable to the Borrower and Administrative Agent.

“ Latest Maturity Date ” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Other Term Loan, any Other Term Commitment, any Other Revolving Loan or any Other Revolving Commitment, in each case as extended in accordance with this Agreement from time to time.

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

“ LC Exposure ” means, at any time, the sum of (a) the aggregate amount of all Letters of Credit that remains available for drawing at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of

Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time.

“ Lead Arrangers ” means BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC and Sumitomo Mitsui Banking Corporation in their capacities as Joint Lead Arrangers and Joint Bookrunner and BMO Capital Markets Corp. and Credit Suisse Securities (USA) LLC in their capacities as Joint Physical Bookrunners.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Term Facility Amendment, Revolving Commitment Increase or a Refinancing Amendment, in each case, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“ Letter of Credit ” means any standby letter of credit issued pursuant to this Agreement other than any such letter of credit that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Issuing Bank.

“ Letter of Credit Sublimit ” means an amount equal to $10,000,000. The Letter of Credit Sublimit is part of and not in addition to the aggregate Revolving Commitments.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset.

“ Loan Document Obligations ” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest at the applicable rate or rates provided in this Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual payment and performance of all other obligations of the Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“ Loan Documents ” means (i) this Agreement, (ii) any Refinancing Amendment, (iii) the Guarantee Agreement, (iv) the Collateral Agreement, (v) the other Security Documents, (vi) solely for purposes of Article VII and Section 9.03, the Fee Letter, (vii) except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.09(e), (viii) any Junior Lien Intercreditor Agreement and any Pari Passu Intercreditor Agreement and (ix) each document or instrument executed in connection with this Agreement and designated by the Borrower and the Administrative Agent as a “Loan Document”.

“ Loan Parties ” means Holdings, the Borrower and the Subsidiary Loan Parties.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Majority in Interest ,” when used in reference to Lenders of any Class, means, at any time, (a) in the case of the Revolving Lenders, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the sum of the aggregate Revolving Exposures and the unused aggregate Revolving Commitments of such Class at such time, (b) in the case of the Term Lenders of any Class, Lenders holding outstanding Term Loans of such Class representing more than 50% of all Term Loans of such Class outstanding at such time, and (c) in the case of the Incremental Term Lenders of any Class, Lenders holding outstanding Incremental Term Loans of such Class representing more than 50% of all Incremental Term Loans of such Class outstanding at such time provided that whenever there are one or more Defaulting Lenders, the total outstanding Term Loans, Incremental Term Loans and Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender shall in each case be excluded for purposes of making a determination of the Majority in Interest.

“ Material Adverse Effect ” means any event, circumstance or condition constituting a materially adverse effect on (a) the business, financial condition, or results of operations of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, or (b) the ability of the Borrower and the other Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents.

“ Material Indebtedness ” means Indebtedness (other than the Loan Document Obligations), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Material Real Property ” has the meaning assigned to such term in Section 5.12(b).

“ Material Subsidiary ” means each Restricted Subsidiary that, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b), had (i) total assets in an amount greater than or equal to 2.50% of the amount of Consolidated Total Assets of Holdings, the Borrower and the Restricted Subsidiaries or (ii) Consolidated EBITDA for the Test Period ending on such date in an amount greater than or equal to 2.50% of the amount of total Consolidated EBITDA of Holdings, the Borrower and the Restricted Subsidiaries; provided that no Restricted Subsidiary shall be excluded as a Material Subsidiary until, and for so long as, the Borrower shall have designated such Restricted Subsidiary’s status as such in writing

to the Administrative Agent; and provided further that no Restricted Subsidiary shall be excluded as a Material Subsidiary if the total assets or Consolidated EBITDA of such Restricted Subsidiary, taken together with the total assets and Consolidated EBITDA of all other Subsidiaries then excluded as Material Subsidiaries, exceeds 5.00% of Consolidated Total Assets or Consolidated EBITDA, as the case may be, of Holdings, the Borrower and the Restricted Subsidiaries.

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

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

“ Mortgage ” means a mortgage, deed of trust, assignment of leases and rents or other security document granting to the Administrative Agent a Lien on any Mortgaged Property to secure the Secured Obligations. Each Mortgage shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.

“ Mortgaged Property ” means each Material Real Property and the improvements thereto owned by a Loan Party with respect to which a Mortgage is granted to the Administrative Agent pursuant to Section 5.11 or Section 5.12.

“ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, subject to the provisions of Title IV of ERISA to which a Loan Party or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA.

“ Net Proceeds ” means, with respect to any event, (a) the proceeds received in respect of such event in cash or Permitted Investments, including (i) any cash or Permitted Investments received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds received in respect thereof in cash or Permitted Investments, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments received in respect thereof in cash or Permitted Investments, minus (b) the sum of (i) all fees and out-of-pocket expenses paid or required to be paid by Holdings, the Borrower and the Restricted Subsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), (x) the amount of all payments that are permitted hereunder and are made by Holdings, the Borrower and the Restricted Subsidiaries as a result of such event to repay Indebtedness (other than the Loans or any Credit Agreement Refinancing Indebtedness) secured by such asset and subject to mandatory prepayment as a result of such event, (y) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (y)) attributable to minority interests and not available for distribution to or for the account of Holdings, the Borrower and the Restricted Subsidiaries as a result thereof and (z) the amount of any liabilities directly associated with such asset and retained by Holdings, the Borrower or any Restricted Subsidiary, (iii) the amount of all Taxes paid (or reasonably estimated to be payable), escrow and deposits required to be made, and the amount of any reserves established by Holdings, the Borrower and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are directly attributable to such event or any transaction occurring in connection with any resulting Prepayment Event hereunder, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of Net Proceeds in the amount of such reduction.

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

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

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

“ Non-Wholly Owned Subsidiary ” of any Person means any Subsidiary of such Person other than a Wholly Owned Subsidiary.

“ OID ” means original issue discount.

“ Offered Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Offered Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Organizational Documents ” means, with respect to any Person, the charter, articles or certificate of organization or incorporation and bylaws or limited liability company agreement or other organizational or governing documents of such Person.

“ Other Connection Taxes ” means, with respect to any recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, 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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Revolving Commitments ” means the Class of revolving credit commitments hereunder that results from a Refinancing Amendment and replaces the Revolving Commitments.

“ Other Revolving Loans ” means the Revolving Loans made pursuant to any Other Revolving Commitment.

“ Other Taxes ” means any and 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 Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“ Other Term Commitments ” means one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

“ Other Term Loans ” means one or more Classes of term loans that result from a Refinancing Amendment.

“ Patent Security Agreement ” has the meaning assigned to such term in the Collateral Agreement.

“ Pari Passu Intercreditor Agreement ” means an intercreditor agreement among the Administrative Agent and one or more authorized representatives for holders of one or more classes of applicable Indebtedness secured by Liens ranking pari passu with the Liens securing the Collateral, with such modifications thereto as may be reasonably acceptable to the Administrative Agent.

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

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

“ Participating Lender ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Perfection Certificate ” means a certificate substantially in the form of Exhibit C.

“ Permitted Acquisition ” means the purchase or other acquisition, by merger or otherwise, by the Borrower or any Restricted Subsidiary of all or at least a majority of the Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person; provided that (a) immediately after giving effect to any such purchase or other acquisition, (1) no Event of Default shall have occurred and be continuing, and (2) except for purchases or other acquisitions the aggregate consideration therefor does not exceed $50,000,000, on a Pro Forma Basis the Senior Secured Net Leverage Ratio as of the most recently ended fiscal period for which financial statements were required to be delivered pursuant to Section 5.01(a) and (b) is less than or equal to 4.25:1.00, (b) the Board of Directors of such acquired Person or its selling equity-holders shall have approved such purchase or other acquisition and (c) with respect to each such purchase or other acquisition, all actions required to be taken with respect to such newly created or acquired Person (including each subsidiary thereof) or assets in order to satisfy the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” to the extent applicable shall have been taken (or arrangements for the taking of such actions within 30 days (or by such later date reasonably satisfactory to the Administrative Agent) shall have been made); provided , further that the aggregate amount of cash and non-cash consideration paid or provided by the Borrower or any other Loan Party or any Restricted Subsidiary after the Effective Date (including the aggregate principal amount of all Indebtedness assumed in connection with Permitted Acquisitions) for any Restricted Subsidiary that shall not be or, after giving effect to such Permitted Acquisition, shall not become a Loan Party, shall not exceed the sum of (i) $50,000,000, (ii) amounts funded with any Available Amount and (iii) (without duplication) amounts funded with the proceeds of an issuance of or contribution to the Qualified Equity Interests of Holdings.

“ Permitted Encumbrances ” means:

(a) Liens for Taxes or assessments that are not overdue for a period of more than 30 days or not required to be paid by Section 5.05(a) or that are being contested in good faith and by appropriate action diligently pursued, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or construction contractors’ Liens and other similar Liens imposed by law arising in the ordinary course of business that secure amounts not overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions diligently pursued, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(c) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;

(d) Liens incurred or deposits made to secure the performance of bids, trade contracts, governmental contracts, leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions, covenants, and other similar charges or encumbrances and minor title defects affecting real property imposed by law or arising in the ordinary course of business, in each case whether now or hereafter in existence, that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole;

(f) statutory and common law landlord’s Liens;

(g) Liens securing, or otherwise arising from, judgments not constituting an Event of Default under Section 7.01(j);

(h) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any of the Restricted Subsidiaries; provided that such Lien secures only the obligations of the Borrower or such Restricted Subsidiaries in respect of such letter of credit to the extent such obligations are permitted by Section 6.01; and

(i) Liens arising from precautionary Uniform Commercial Code financing statements or similar filings made in respect of operating leases entered into by the Borrower or any of the Restricted Subsidiaries.

“ Permitted Holders ” means (a) the Sponsor and (b) the Co-Investor.

“ Permitted Investments ” means any of the following, to the extent owned by Holdings, the Borrower or any Restricted Subsidiary:

(a) dollars or other currencies held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union (other than Greece, Portugal, Ireland or Spain), having average

maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union (other than Greece, Portugal, Ireland or Spain) is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “ Approved Bank ”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union (other than Greece, Portugal, Ireland or Spain), in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) marketable short-term money market and similar highly liquid funds either (i) having assets in excess of $250,000,000 or (ii) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(g) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory having a rating of at least A from S&P or A2 from Moody’s (or the equivalent thereof);

(h) investments with average maturities of 12 months or less from the date of acquisition in mutual funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized or operating in such jurisdiction; and

(j) investments, classified in accordance with GAAP as current assets of Holdings, the Borrower or any Restricted Subsidiary, in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (i) of this definition.

“ Permitted Junior Secured Refinancing Debt ” means any secured Indebtedness issued or incurred by the Borrower in the form of one or more series of Junior Lien secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a Junior Lien basis (subject to Liens permitted under Section 6.02) with the Secured Obligations and is not secured by any property or assets of Holdings, the Borrower any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or other disposition or casualty event or incurrence of indebtedness that is not permitted thereunder and customary acceleration rights after an event of default) prior to the date that is six months following the Latest Maturity Date, determined at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Loan Parties and (vi) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Junior Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Junior Secured Refinancing Debt incurred by the Borrower, then Holdings, the Borrower, the Subsidiary Loan Parties, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Junior Lien Intercreditor Agreement. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Liens ” means Liens which are permitted pursuant to Section 6.02.

“ Permitted Pari Passu Secured Refinancing Debt ” means any secured Indebtedness issued or incurred by the Borrower in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature prior to the Latest Maturity Date (determined at the time such Indebtedness is incurred) and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the applicable Refinanced Term Debt or Refinanced Revolver Debt, as the case may be, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Loan Parties and (vi) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Pari Passu Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred by the Borrower, then the Borrower, Holdings, the Subsidiary Loan Parties, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Pari Passu Intercreditor Agreement. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof less any original issue discount, if applicable, does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and reasonable and customary discounts, commissions, fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to

a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(a)(v), Indebtedness resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) immediately after giving effect thereto, no Event of Default under Sections 7.01(a), (b), (h) or (i) shall have occurred and be continuing, (d) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Loan Document Obligations, Indebtedness resulting from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Loan Document Obligations on terms at least as favorable to the Lenders, when taken as a whole, as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, and (e) except as otherwise permitted under Section 6.01, such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Indebtedness being modified, refinanced, refunded, renewed or extended. For the avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of an issuance of Indebtedness in excess of the amount of such Permitted Refinancing; provided that such excess amount is otherwise permitted to be incurred under Section 6.01.

“ Permitted Subordinated Indebtedness ” means Indebtedness that is subordinated to the Loan Document Obligations that (i) is unsecured, (ii) has no primary obligor other than the Borrower, (iii) has no guarantor other than the Guarantors, provided that any guarantee thereof shall be subordinated in right of payment to the Loan Document Obligations to the same extent as such subordinated indebtedness, (iv) does not mature, and does not require any payment of cash interest or any other cash payment (including any repayment, prepayment, redemption, repurchase or defeasance, in each case including upon the happening of any event), prior to the date that is six months after the Latest Maturity Date, (v) does not contain covenants more restrictive that those of the Term Facility and Revolving Facility, (vi) does not provide for the acceleration of its maturity nor confer on its holders any right to declare a default or event of default or take any enforcement action (in each case including upon the happening of any event) prior to the date that is six months after the Latest Maturity Date, (vii) is expressly subordinated in right of payment to the prior payment in full in cash of the Loan Document Obligations on terms reasonably satisfactory to the Administrative Agent, (viii) does not (including upon the happening of any event) restrict the payment of amounts due in respect of the Loan Document Obligations, (ix) may not be amended without the prior written consent of the Required Lenders and (x) is not mandatorily or voluntarily convertible or exchangeable, in whole or in part, prior to the date that is six months after the Latest Maturity Date, other than into or for Qualified Equity Interests.

“ Permitted Unsecured Refinancing Debt ” means any unsecured Indebtedness issued or incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or other Disposition, casualty event or incurrence of indebtedness that is not permitted thereunder and customary acceleration rights after an event of default) prior to the date that is six months following Latest Maturity Date, determined at the time such Indebtedness is incurred, and (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Loan Parties. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor or other Permitted Subordinated Indebtedness.

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

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” has the meaning assigned to such term in Section 5.01.

“ Prepayment Event ” means:

(a) any sale, transfer or other disposition (including (x) pursuant to a sale and leaseback transaction, (y) by way of merger or consolidation and (z) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of) of any property or asset of Holdings, the Borrower or any of the Restricted Subsidiaries permitted by Section 6.05(i) or (j) (in each case, to the extent such sale, transfer or other disposition is not otherwise permitted pursuant to any provision of Section 6.05 other than Section 6.05(i) or (j)), other than any of the foregoing resulting in aggregate Net Proceeds not exceeding $5,000,000 for all such transactions during any fiscal year of the Borrower; or

(b) the incurrence by Holdings, the Borrower or any of the Restricted Subsidiaries of any Indebtedness, other than Indebtedness permitted under Section 6.01 (other than Other Term Loans, Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured Refinancing Debt and Permitted Unsecured Refinancing Debt, which shall in each case constitute a Prepayment Event) or permitted by the Required Lenders pursuant to Section 9.02.

“ Prime Rate ” means the rate of interest per annum determined from time to time by the Bank of Montreal (or any successor to Bank of Montreal in its capacity as Administrative Agent) as its prime commercial lending rate in effect at its principal office in New York City. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any change in the prime rate determined by the Administrative Agent shall take effect at the opening of business on the date of such determination. Each interest rate based upon the Alternate Base Rate shall be adjusted simultaneously with any change in the Alternate Base Rate.

“ Pro Forma Basis ,” “ Pro Forma Compliance ” and “ Pro Forma Effect ” means, with respect to compliance with any test or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma Basis, that all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a sale, transfer or other Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of Holdings or any division, product line, or facility used for operations of Holdings, the Borrower or any of its Restricted Subsidiaries or a designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any Refinancing, prepayment, repurchase, retirement, repayment, redemption, defeasance or extinguishment of Indebtedness, and (iii) any Indebtedness incurred or assumed by Holdings, the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination (taking into account any hedging obligation applicable to such Indebtedness); provided that, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to operating expense reductions that are (x) directly attributable to

such transaction, (y) expected to have a continuing impact on Holdings, the Borrower or any of its Subsidiaries and (z) factually supportable.

“ Pro Forma Financial Statements ” has the meaning assigned to such term in Section 3.04(c).

“ Proposed Change ” has the meaning assigned to such term in Section 9.02(c).

“ Public Lender ” has the meaning assigned to such term in Section 5.01.

“ Qualified Equity Interests ” means Equity Interests other than Disqualified Equity Interests.

“ Qualifying Lender ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Qualified Securitization Financing ” shall mean any Securitization Facility (and any guarantee of such Securitization Facility), as amended, supplemented, modified, extended, renewed, restated, or refunded from time to time, that meets the following conditions: ( i ) the Borrower shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Restricted Subsidiaries; ( ii ) all sales of Securitization Assets and related assets by the Borrower or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Borrower); ( iii ) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings; and ( iv ) the obligations under such Securitization Facility are nonrecourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary).

“ Reference Time ” has the meaning assigned to such term in the definition of “Available Amount.”

“ Refinanced Revolver Debt ” has the meaning assigned to such term in the definition of “Revolver Refinancing Indebtedness.”

“ Refinanced Term Debt ” has the meaning assigned to such term in the definition of “Term Loan Refinancing Indebtedness.”

“ Refinancing ” means the repayment of all the existing third party Indebtedness for borrowed money of Holdings, the Target and their respective Subsidiaries as of the Effective Date (other than Indebtedness permitted pursuant to Section 6.01) and the discharge (or the making of arrangements for discharge) of all Liens on assets of Holdings, the Target and their respective Subsidiaries other than Liens permitted pursuant to Section 6.02.

“ Refinancing Amendment ” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower and Holdings, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.21.

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

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

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

“ Release ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata).

“ Repricing Transaction ” has the meaning assigned to such term in Section 2.24.

“ Required Lenders ” means, at any time, Lenders having Revolving Exposures, Term Loans and unused Commitments (other than Swingline Commitments) representing more than 50% of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments (other than Swingline Commitments) at such time; provided that to the extent set forth in Section 9.02, whenever there are one or more Defaulting Lenders, the total outstanding Term Loans and Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Required Revolving Lenders ” means, at any time, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the aggregate Revolving Exposures and unused Revolving Commitments at such time; provided that to the extent set forth in Section 9.02, whenever there are one or more Defaulting Lenders, the total outstanding Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Revolving Lenders.

“ Requirements of Law ” means, with respect to any Person, any statutes, laws, treaties, rules, regulations, orders, decrees, writs, injunctions or determinations of any court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” means the chief executive officer, chief accounting officer, chief operating officer, president, vice president, chief financial officer, secretary, assistant secretary, treasurer or assistant treasurer, or other similar officer, manager or a director of a Loan Party and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole member, managing member or general partner thereof. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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

Documents, payments by Borrower or any other Loan Party to the Seller under the Tax Receivables Agreement shall not constitute a “Restricted Payment”.

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

“ Retained Declined Proceeds ” has the meaning assigned to such term in Section 2.11(h).

“ Revolver Refinancing Indebtedness ” means (a) Indebtedness incurred pursuant to a Refinancing Amendment, (b) Permitted Pari Passu Secured Refinancing Debt, (c) Permitted Junior Secured Refinancing Debt and (d) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, refund, renew, replace or refinance, in whole or part, existing Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments hereunder (including any successive Revolver Refinancing Indebtedness (“ Refinanced Revolver Debt ”); provided that (i) such extending, renewing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount of the Refinanced Revolver Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments or Other Revolving Commitments, the amount thereof) except by an amount equal to the unpaid accrued interest and premium (if any) thereon and other reasonable and customary fees and expenses (including upfront fees and OID) in connection with such exchange, modification, refinancing, refunding, renewal or replacement, (ii) such Indebtedness has a later maturity than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Revolver Debt, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing and premiums and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Revolver Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) and (iv) such Refinanced Revolver Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid with 100% of the Net Proceeds of the applicable Revolver Refinancing Indebtedness, on the date such Revolver Refinancing Indebtedness is issued, incurred or obtained, and to the extent that such Refinanced Revolver Debt consists, in whole or in part, of Revolving Commitments or Other Revolving Commitments (or Revolving Loans, Swingline Loans or Other Revolving Loans incurred pursuant to any Revolving Commitments or other Revolving Commitments), such Revolving Commitments or Other Revolving Commitments, as applicable, being refinanced by the applicable Revolver Refinancing Indebtedness shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Revolver Refinancing Indebtedness is issued, incurred or obtained.

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

“ Revolving Borrowing ” has the meaning assigned to such term in Section 1.02.

“ Revolving Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption or (ii) a Refinancing Amendment. The initial

amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or Refinancing Amendment pursuant to which such Lender shall have assumed its Revolving Commitment, as the case may be. The initial aggregate amount of the Lenders’ Revolving Commitments is $25,000,000.

“ Revolving Commitment Increase ” has the meaning assigned to such term in Section 2.20(a).

“ Revolving Commitment Increase Lender ” has the meaning assigned to such term in Section 2.20(d).

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

“ Revolving Facility ” has the meaning assigned to such term in Section 2.01.

“ Revolving Lender ” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“ Revolving Loan ” means a Loan made pursuant to Section 2.01(c).

“ Revolving Maturity Date ” means July 31, 2019.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“ Sanctions ” has the meaning assigned to such term in Section 3.16(b).

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

“ Secured Cash Management Obligations ” means the due and punctual payment and performance of all obligations of Holdings, the Borrower or any Restricted Subsidiary in respect of any overdraft and related liabilities arising from treasury, depository, purchasing card and cash management services or any automated clearing house transfers of funds provided to Holdings, the Borrower or any Restricted Subsidiary (whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) that are (a) owed to the Administrative Agent or any of its Affiliates, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the Effective Date or (c) owed to a Person that is a Lender or an Affiliate of a Lender as of the date such Secured Cash Management Obligations were entered into; provided , that such obligations are represented by an agreement that designates such obligations as Secured Cash Management Obligations.

“ Secured Obligations ” means (a) the Loan Document Obligations, (b) the Secured Cash Management Obligations and (c) the Secured Swap Obligations.

“ Secured Parties ” means (a) each Lender, (b) each Issuing Bank, (c) the Administrative Agent, (d) the Lead Arranger, the Syndication Agent and Documentation Agent, (e) each Person to whom any Secured Cash Management Obligations are owed, (f) each counterparty to any Swap Agreement (other than the Borrower or any of its Affiliates) the obligations under which constitute Secured Swap

Obligations, (g) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (h) the permitted successors, assigns and delegates of each of the foregoing.

“ Secured Swap Obligations ” means the due and punctual payment and performance of all obligations of Holdings, the Borrower and the Restricted Subsidiaries under each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any of its Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Effective Date or (c) is with a counterparty that was a Lender or an Affiliate of a Lender as of the date such Secured Swap Obligations were entered into, provided , that such Swap Agreement designates the obligations owed thereunder as Secured Swap Obligations.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Security Documents ” means the Collateral Agreement, the Copyright Security Agreement, Patent Security Agreement, Trademark Security Agreement, any Mortgages and each other security agreement or pledge agreement executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 5.11 or 5.12 to secure any of the Secured Obligations.

“ Securitization Asset ” shall mean ( a ) any accounts receivable or related assets and the proceeds thereof, in each case, subject to a Securitization Facility and ( b ) all collateral securing such receivable or asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted), together with accounts or assets in a securitization financing and which in the case of clause ( a ) and ( b ) above are sold, conveyed, assigned or otherwise transferred or pledged in connection with a Qualified Securitization Financing.

“ Securitization Facility ” shall mean any transaction or series of securitization financings that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or any such Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in, Securitization Assets to either ( a ) a Person that is not the Borrower or a Restricted Subsidiary or ( b ) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Borrower or a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries.

“ Securitization Fees ” shall mean distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not the Borrower or a Restricted Subsidiary in connection with, any Qualified Securitization Financing.

“ Securitization Repurchase Obligation ” shall mean any obligation of a seller (or any guaranty of such obligation) of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets, in either case, arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“ Securitization Subsidiary ” shall mean any Subsidiary of the Borrower in each case formed for the purpose of, and that solely engages in, one or more Qualified Securitization Financings and other activities reasonably related thereto or another Person formed for the purposes of engaging in a

Qualified Securitization Financing in which the Borrower or any Restricted Subsidiary makes an Investment and to which the Borrower or such Restricted Subsidiary transfers Securitization Assets and related assets.

“ Seller ” means The Dow Chemical Company.

“ Seller Earnout ” means any Deferred Payment (as defined in the Acquisition Agreement) payable to the Seller under the Acquisition Agreement.

“ Senior Representative ” means, with respect to any series of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Senior Secured Net Leverage Ratio ” means, on any date, the ratio of (a) Consolidated Net Debt as of such date that is secured by a Lien to (b) Consolidated EBITDA for the most recently ended Test Period.

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

“ Solicited Discount Proration ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Solicited Discounted Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Solicited Discounted Prepayment Notice ” means an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit G-5.

“ Solicited Discounted Prepayment Offer ” means the irrevocable written offer by each Term Lender, substantially in the form of Exhibit G-6, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“ Solicited Discounted Prepayment Response Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Specified Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Specified Discount Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Specified Discount Prepayment Notice ” means an irrevocable written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.11(a)(ii)(B) substantially in the form of Exhibit G-1.

“ Specified Discount Prepayment Response ” means the irrevocable written response by each Term Lender, substantially in the form of Exhibit G-2, to a Specified Discount Prepayment Notice.

“ Specified Discount Prepayment Response Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Specified Discount Proration ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Specified Representations ” means the representations set forth in (i) Section 3.01 (as it relates to a Loan Party’s organization, corporate power and authority), Section 3.02 (as it relates to the authorization, execution, delivery and enforceability of the Loan Documents), Section 3.03(b)(i), Section 3.08, Section 3.14, Section 3.15, Section 3.16 and, except as permitted by the proviso to Section 4.01(f), Section 3.18 and (ii) subject to Permitted Liens and except as permitted by the proviso to Section 4.01(f), Sections 2.03(f) and 3.02(c) of the Collateral Agreement.

“ Specified Transaction ” means, with respect to any period, (i) any purchase or other acquisition, by merger or otherwise, by Holdings, the Borrower or any Restricted Subsidiary of all or a majority of the Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person, (ii) the Disposition of all or substantially all Equity Interests in any Restricted Subsidiary or any division, product line, or facility used for operations of Holdings, the Borrower or any of the Restricted Subsidiaries, (iii) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (iv) the incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (v) any Restricted Payment, or (vi) any other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis.

“ Sponsor ” means Avenue Capital Group and its Control Investment Affiliates (including Boulevard).

“ Statutory Reserve Rate ” means, with respect to any currency, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or similar percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined. Such reserve, liquid asset or similar percentages shall include those imposed pursuant to Regulation D of the Board of Governors. Eurodollar Loans shall be deemed to be subject to such reserve, liquid asset or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any other applicable law, rule or regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Standard Securitization Undertakings ” shall mean representations, warranties, covenants and indemnities entered into by the Borrower or any Restricted Subsidiary which the Borrower has determined in good faith to be customary in a Securitization Facility, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“ Submitted Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Submitted Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which

would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) the management of which is, as of such date, otherwise Controlled, directly or indirectly, through one or more intermediaries, by such Person. Unless the context otherwise requires, “Subsidiary” means any subsidiary of Holdings, or, as the context requires, the Borrower.

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

“ Subsidiary Loan Party ” means each Subsidiary of the Borrower that is a party to the Guarantee Agreement.

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement or contract involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, the Borrower or the other Restricted Subsidiaries shall be a Swap Agreement.

“ Swingline Commitment ” means the commitment of the Swingline Lender to make Swingline Loans up to an aggregate principal amount not to exceed $5,000,000; provided that the aggregate of all Swingline Commitments shall not exceed $5,000,000.

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure at such time.

“ Swingline Lender ” means (a) BMO Harris Bank, N.A., in its capacity as the lender of Swingline Loans hereunder and (b) each Revolving Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(d) (other than any Person that shall have ceased to be a Swingline Lender as provided in Section 2.04(e)), each in its capacity as a lender of Swingline Loans hereunder.

“ Swingline Loan ” means a Loan made pursuant to Section 2.04.

“ Syndication Agent ” means Credit Suisse Securities (USA) LLC, in its capacity as Syndication Agent.

“ Target ” means the Borrower prior to the Effective Date.

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

“ Tax Receivables Agreement ” has the meaning assigned to such term in the Acquisition Agreement.

“ Term Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan hereunder on the Effective Date, expressed as an amount representing

the maximum principal amount of the Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 or increased pursuant to Section 2.20 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to an Assignment and Assumption. The amount of each Lender’s Term Commitment as of the Effective Date is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Commitment, as the case may be. The initial aggregate amount of the Lenders’ Term Commitments is $425,000,000.

“ Term Commitment Increase ” has the meaning assigned to such term in Section 2.20(b).

“ Term Facility ” has the meaning assigned to such term in Section 2.01.

“ Term Lender ” means a Lender with a Term Commitment or an outstanding Term Loan.

“ Term Loan Refinancing Indebtedness ” means (a) Indebtedness incurred pursuant to a Refinancing Amendment, (b) Permitted Pari Passu Secured Refinancing Debt, (c) Permitted Junior Secured Refinancing Debt and (d) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, refund, renew, replace or refinance, in whole or part, existing Term Loans, (including any successive Term Loan Refinancing Indebtedness) (“ Refinanced Term Debt ”); provided that (i) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Term Debt except by an amount equal to unpaid accrued interest and premium thereon and reasonable and customary fees and expenses (including upfront fees and OID) in connection with such exchange, modification, refinancing, refunding, renewal or replacement, (ii) such Indebtedness has a later maturity than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Term Debt, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing and premiums and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Term Loans being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) and (iv) such Refinanced Term Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, with 100% of the Net Proceeds of the applicable Term Loan Refinancing Indebtedness, on the date such Term Loan Refinancing Indebtedness is issued, incurred or obtained.

“ Term Loan Borrowing ” has the meaning assigned to such term in Section 1.02.

“ Term Loans ” means Loans made pursuant to clause (a) of Section 2.01, Other Term Loans and term loans made pursuant to a Term Commitment Increase, as the context requires.

“ Term Maturity Date ” means July 31, 2021.

“ Test Period ” means the most recent period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to Section 5.01(a) or (b).

“ Total Net Leverage Ratio ” means, on any date, the ratio of (a) Consolidated Net Debt as of such date to (b) Consolidated EBITDA for the most recently ended Test Period.

“ Trademark Security Agreement ” has the meaning assigned to such term in the Collateral Agreement.

“ Transaction Costs ” means all fees, costs and expenses (including transfer taxes) incurred or payable by Holdings, the Borrower or any other Restricted Subsidiary in connection with the Transactions, including with respect to any disputes arising under the Acquisition Agreement.

“ Transactions ” means (a) the Financing Transactions, (b) the Acquisition and the other transactions contemplated by the Acquisition Documents, (c) the Refinancing and (d) the payment of the Transaction Costs.

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

“ Unrestricted Subsidiary ” means (a) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided , that the Borrower shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary after the Effective Date and so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant, (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of the Restricted Subsidiaries) through Investments as permitted by, and in compliance with Section 6.04, (iv) without duplication of clause (iii), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04 and (v) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iv), and containing the calculations and information required by the proceeding clause (ii), and (b) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each a “ Subsidiary Redesignation ”); provided , that (A) no Default has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Subsidiary Redesignation, the Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of the preceding clauses (A) and (B), and containing the calculations and information required by the preceding clause (B); provided , further , that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“ Undisclosed Administration ” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness; provided , that for purposes

of determining the Weighted Average Life to Maturity of any Refinanced Revolver Debt or Refinanced Term Loan Debt, as applicable, or any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “ Applicable Indebtedness ”), the effects of any amortization of or prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“ Wholly Owned Subsidiary ” means, with respect to any Person at any date, a direct or indirect subsidiary of such Person of which securities or other ownership interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law) are, as of such date, owned, controlled or held by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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

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

SECTION 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or other modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Notwithstanding anything contained herein to the contrary, (i) where compliance with any provision herein or the other Loan Documents is determined by reference to the proceeds of any issuances of Equity Interests or capital contributions, such proceeds shall be deemed to be limited to such amount as was not previously applied in determining the permissibility of another transaction hereunder or under the Loan Documents, (ii) with respect to determining the permissibility of the establishment of any commitments in respect of Indebtedness pursuant to Section 2.20 and clause (ii) of the definition of “Incremental Cap”, all such commitments established at or prior to such time shall be deemed to be fully drawn and (iii) with respect to determining the permissibility of the incurrence of any Indebtedness, the proceeds thereof shall not be

counted as cash or Permitted Investments in any “net debt” determinations relating to the incurrence thereof.

SECTION 1.04 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lender); and regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith ( provided , that, in the case of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010, and the Proposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, 2011 and January 4, 2012, there shall be no amendment fee). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary at “fair value” as defined therein. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any change in GAAP after the date hereof.

SECTION 1.05 Effectuation of Transactions . All references herein to Holdings, the Borrower and the other Subsidiaries shall be deemed to be references to such Persons, and all the representations and warranties of Holdings, the Borrower and the other Loan Parties contained in this Agreement and the other Loan Documents shall be deemed made, in each case, after giving effect to the Acquisition and the other Transactions to occur on the Effective Date, unless the context otherwise requires.

SECTION 1.06 Currency Translation . For purposes of any determination under Article V, Article VI (other than Sections 6.10) or Article VII or any determination under any other provision of this Agreement expressly requiring the use of a currency exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than dollars shall be translated into dollars at currency exchange rates in effect on the date of such determination; provided , however , that for purposes of determining compliance with Article VI with respect to the amount of any Indebtedness, Investment, Disposition or Restricted Payment in a currency other than dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or Disposition or Restricted Payment made. For purposes of Sections 6.10, amounts in currencies other than dollars shall be translated into dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or (b).

SECTION 1.07 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 1.08 Pro Forma Calculations . Notwithstanding anything to the contrary herein, for the purposes of calculating the Senior Secured Net Leverage Ratio, Total Net Leverage Ratio or Specified Transactions that have been made (i) during the applicable Test Period, or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is being made shall, in each case, be calculated on a Pro Forma Basis; provided , that for purposes of calculating the Financial Performance Covenant, any Specified Transactions that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect; provided , further , that for purposes of calculating compliance with the Senior Secured Net Leverage Ratio or Total Net Leverage Ratio in connection with the incurrence of Indebtedness permitted hereunder, any cash proceeds of such Indebtedness shall be excluded from clause (b) of the definition of “Consolidated Net Debt”.

ARTICLE II

The Credits

SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, (a) each Term Lender severally agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Term Commitment (the “ Term Facility ”), (b) each Incremental Term Lender agrees to make one or more Incremental Term Loans to the Borrower as specified in this Agreement denominated in dollars from time to time in an aggregate principal amount not exceeding its Incremental Term Commitment, and (c) each Revolving Lender severally agrees to make Revolving Loans to the Borrower denominated in dollars from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment (the “ Revolving Facility ”); provided that (i) the amount of Revolving Borrowings on the Effective Date shall not exceed the sum of (A) $10,000,000, and (B) the amount required to fund OID and/or upfront fees pursuant to the Fee Letter, and (ii) no Revolving Loans shall be used to pay for any part of the purchase price for the Acquisition on the Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans or Incremental Term Loans may not be reborrowed.

SECTION 2.02 Loans and Borrowings .

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and other than as expressly provided herein with respect to a Defaulting Lender, no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby.

(b) Subject to Section 2.14, each Revolving Borrowing, Incremental Term Loan Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as

the Borrower may request in accordance herewith; provided that each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that a Eurodollar Borrowing that results from a continuation of an outstanding Eurodollar Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Each Swingline Loan shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten (10) Eurodollar Borrowings outstanding. Notwithstanding anything to the contrary herein, an ABR Revolving Borrowing or a Swingline Loan may be in an aggregate amount which is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f).

SECTION 2.03 Requests for Borrowings . To request a Revolving Borrowing, Incremental Term Loan Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone for a Loan (followed by a prompt written notice) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Effective Date, such shorter period of time as may be agreed to by the Administrative Agent), or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f) may be given not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile or other electronic transmission to the Administrative Agent of a written Borrowing Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information:

(i) whether the requested Borrowing is to be a Revolving Borrowing, an Incremental Term Loan Borrowing, a Term Loan Borrowing, or a Borrowing of any other Class (specifying the Class thereof);

(ii) the aggregate amount of such Borrowing;

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

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(vi) the location and number of the Borrower’s account or such other account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.06, or, in the case of any ABR Revolving Borrowing or Swingline Loan requested

to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement; and

(vii) that as of the date of such Borrowing, except in the case of any Borrowing to occur on the Effective Date, the conditions set forth in Sections 4.02(a) and 4.02(b) are satisfied.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Swing Line Loans .

(a) Subject to the terms and conditions set forth herein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, denominated in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the outstanding Swingline Loans of the Swingline Lender exceeding its Swingline Commitment or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan (x) to refinance an outstanding Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed in writing) or by facsimile or other electronic transmission (confirmed by telephone), in each case, not later than 12:00 noon, New York City time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and (x) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.06, or (y) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender or such other deposit account identified by Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice the currency and such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and

unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such acceptance, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder.

(e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.

SECTION 2.05 Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein (including Section 2.22), each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.05, to issue Letters of Credit denominated in dollars, for the Borrower’s own account (or for the account of any other Restricted Subsidiary so long as the Borrower and such other

Restricted Subsidiary are co-applicants in respect of such Letter of Credit), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, which shall reflect the standard operating procedures of such Issuing Bank, at any time and from time to time during the Revolving Availability Period and prior to the fifth Business Day prior to the Revolving Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver in writing by hand delivery or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent (at least five Business Days before the requested date of issuance, amendment, renewal or extension or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a Letter of Credit Application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the Applicable Fronting Exposure of each Issuing Bank shall not exceed its Revolving Commitment, (ii) the aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments and (iii) the aggregate LC Exposure shall not exceed the Letter of Credit Sublimit. No Issuing Bank shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it, (ii) except as otherwise agreed by the Administrative Agent and the such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit, (iii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally or (iv) any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such Issuing Bank with the Borrower or such Lender to eliminate such Issuing Bank’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting Lender Fronting Exposure.

(c) Notice . Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal, or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (m) of this Section.

(d) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, such longer period as may be agreed to by the applicable Issuing Bank and the Borrower) and (ii) the date that is five Business Days prior to the Revolving Maturity Date; provided that if such expiry date is not a Business Day, such Letter of Credit shall expire at or prior to the close of business on the next succeeding Business Day; provided , further , that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of twelve months or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date except to the extent cash collateralized or backstopped pursuant to an arrangement reasonably acceptable to the Issuing Bank) unless the applicable Issuing Bank notifies the Borrower and the beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed. If the Borrower decides not to automatically renew any Letter of Credit, it shall notify the applicable Issuing Bank not less than fifteen days prior to the time period specified in such Letter of Credit by which such Issuing Bank must send a notice of non-renewal.

(e) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f) Reimbursement . If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives notice of such LC Disbursement, provided that, if such LC Disbursement is not reimbursed within such timeframe, the Borrower, subject to the conditions to borrowing set forth herein, shall be deemed to have requested in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan in an equivalent amount, and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the

Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(g) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section is absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (as determined by a court of competent jurisdiction in a final, non-appealable judgment). In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to constitute gross negligence or willful misconduct.

(h) Disbursement Procedures . Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by hand delivery or facsimile or other electronic format) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement in accordance with paragraph (f) of this Section.

(i) Interim Interest . If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is

made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be paid to the Administrative Agent, for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment and shall be payable on demand or, if no demand has been made, on the date on which the Borrower reimburses the applicable LC Disbursement in full.

(j) Cash Collateralization . If any Event of Default under paragraph (a), (b), (h) or (i) of Section 7.01 shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the portions of the LC Exposure attributable to Letters of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in paragraph (h) or (i) of Section 7.01. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent or the Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

(k) Designation of Additional Issuing Banks . The Borrower may, at any time and from time to time, designate as additional Issuing Banks one or more Revolving Lenders that agree to

serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Revolving Lender and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to include such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.

(l) Termination of an Issuing Bank . The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit or be deemed an Issuing Bank for any other purpose.

(m) Issuing Bank Reports to the Administrative Agent . Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) within five Business Days following the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the face amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

(n) Applicability of ISP and UCP . Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.

SECTION 2.06 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in dollars by 3:00 p.m., New York City time (or on the Effective Date, such earlier time as notified to the Lenders prior to the Effective Date), to the Applicable Account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts

so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City or such other account designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be remitted by the Administrative Agent to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.05(f) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance on such assumption and in its sole discretion, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of the Administrative Agent therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower agrees to pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing in accordance with Section 2.13. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

(c) The obligations of the Lenders hereunder to make Term Loans, Incremental Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.03(c).

SECTION 2.07 Interest Elections .

(a) Each Revolving Borrowing, Incremental Term Loan Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request or designated by Section 2.03 and, in the case of a Eurodollar Borrowing shall have an initial Interest Period as specified in such Borrowing Request or designated by Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Revolving Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest

Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing of an Interest Period in excess of one month and (ii) except as provided in clause (i), unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08 Termination and Reduction of Commitments .

(a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.09 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid outstanding principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid outstanding principal amount of each Term Loan of such Lender as provided in Section 2.10, (iii) to the Administrative Agent for the account of each Lender the then unpaid outstanding principal amount of each Incremental Term Loan of such Lender on the maturity date applicable to such Incremental Term Loan and (iv) to the Swingline Lender the then unpaid outstanding principal amount of each Swingline Loan made by the Swingline Lender on the earlier to occur of (A) the date that is ten (10) Business Days after such Loan is made and (B) the Revolving Maturity Date; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall control. In the event of any conflict between the accounts and records of any Lender or the Administrative Agent under this Section 2.09, on the one hand, and the Register, on the other hand, the Register shall control.

(e) Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such

Lender, to such Lender and its registered assigns) and in a form provided by the Administrative Agent and approved by the Borrower.

SECTION 2.10 Maturity and Amortization of Term Loans .

(a) Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Loan Borrowings on the days and in the amounts set forth below:

Date	Amount
September 30, 2015	$	1,062,500
December 31, 2015	$	1,062,500
March 31, 2016	$	1,062,500
June 30, 2016	$	1,062,500
September 30, 2016	$	1,062,500
December 31, 2016	$	1,062,500
March 31, 2017	$	1,062,500
June 30, 2017	$	1,062,500
September 30, 2017	$	1,062,500
December 31, 2017	$	1,062,500
March 31, 2018	$	1,062,500
June 30, 2018	$	1,062,500
September 30, 2018	$	1,062,500
December 31, 2018	$	1,062,500
March 31, 2019	$	1,062,500
June 30, 2019	$	1,062,500
September 30, 2019	$	1,062,500
December 31, 2019	$	1,062,500
March 31, 2020	$	1,062,500
June 30, 2020	$	1,062,500
September 30, 2020	$	1,062,500

December 31, 2020	$	1,062,500
March 31, 2021	$	1,062,500
June 30, 2021	$	1,062,500
Term Maturity Date	All remaining principal amount of Term Loans

; provided that if any such date is not a Business Day, such payment shall be due on the immediately preceding Business Day.

(b) Other Term Loans shall be due and payable on the date or dates set forth in the applicable Refinancing Amendment.

(c) Any prepayment of a Term Loan Borrowing of any Class (i) pursuant to Section 2.11(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section as directed by the Borrower (and absent such direction in direct order of maturity) and (ii) pursuant to Section 2.11(c) or 2.11(d) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section (except as otherwise provided in any Refinancing Amendment, pursuant to the corresponding section of such Refinancing Amendment) as directed by the Borrower (or in the absence of direction from the Borrower, in direct order of maturity).

(d) Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued interest on the amount repaid.

SECTION 2.11 Prepayment of Loans .

(a)

(i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part on a pro rata basis with respect to any Class, without penalty or premium (subject to Section 2.24), subject to the requirements of this Section 2.11.

(ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis:

(A) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “ Discounted Term Loan Prepayment ”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that (x) the Borrower shall not make any Borrowing of Revolving Loans to fund any Discounted Term Loan Prepayment and (y) the Borrower shall not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan and/or Other Term Loan at the

Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers.

(B) (i) Subject to the proviso to subsection (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with at least three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, (x) at the sole discretion of the Borrower, on an individual tranche basis, and (y) to each Lender with respect to any Class of Term Loans, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “ Specified Discount Prepayment Amount ”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “ Specified Discount ”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the “ Specified Discount Prepayment Response Date ”).

(1) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Term Lender, a “ Discount Prepayment Accepting Lender ”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

(2) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2); provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “ Specified Discount Proration ”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be

prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

(C) (ii) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with at least three (3) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, (x) at the sole discretion of the Borrower, on an individual tranche basis, and (y) to each Lender with respect to any Class of Term Loans, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “ Discount Range Prepayment Amount ”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “ Discount Range ”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the “ Discount Range Prepayment Response Date ”). Each relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “ Submitted Discount ”) at which such Term Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “ Submitted Amount ”) such Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(1) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the

smallest discount to par within the Discount Range being referred to as the “ Applicable Discount ”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each such Lender, a “ Participating Lender ”).

(2) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discounted Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “ Identified Participating Lenders ”) shall be made pro-rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “ Discount Range Proration ”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

(D) (iii) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, (x) at the sole discretion of the Borrower, on an individual tranche basis, and (y) to each Lender with respect to any Class of Term Loans, (II) any such notice shall specify the maximum aggregate dollar amount of the Term Loans (the “ Solicited Discounted Prepayment Amount ”) and the tranche or tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment

Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the “ Solicited Discounted Prepayment Response Date ”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “ Offered Discount ”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and tranches of such Term Loans (the “ Offered Amount ”) such Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.

(1) The Auction Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower (the “ Acceptable Discount ”), if any. If the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subsection (2) (the “ Acceptance Date ”), the Borrower shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(2) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “ Discounted Prepayment Determination Date ”), the Auction Agent will determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “ Acceptable Prepayment Amount ”) to be prepaid by the Borrower at the Acceptable Discount in accordance with this Section 2.11(a)(ii)(D). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “ Qualifying Lender ”). The Borrower will prepay outstanding Term Loans pursuant to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “ Identified Qualifying Lenders ”) shall be made pro-rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying

Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “ Solicited Discount Proration ”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the tranches to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to such Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

(E) In connection with any Discounted Term Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith.

(F) If any Term Loan is prepaid in accordance with paragraphs (B) through (D) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in dollars and in immediately available funds not later than 11:00 a.m. (New York City time) on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Term Loans on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.11(a)(ii) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate principal amount of the tranches and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.

(G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.11(a)(ii), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.11(a)(ii), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(I) Each of the Borrower and the Lenders acknowledges and agrees that the Auction Agent may perform any and all of its duties under this Section 2.11(a)(ii) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.11(a)(ii) as well as activities of the Auction Agent.

(J) The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date, Discount Range Prepayment Response Date or Solicited Discounted Prepayment Response Date, as applicable (and if such offer is revoked pursuant to the preceding clauses, any failure by such Borrower to make any prepayment to a Term Lender, as applicable, pursuant to this Section 2.11(a)(ii) shall not constitute a Default or Event of Default under Section 7.01 or otherwise).

(b) In the event and on each occasion that (i) the aggregate Revolving Exposures exceed the aggregate Revolving Commitments or (ii) the aggregate amount of the Swingline Loans exceeds the Swingline Commitment, then the Borrower shall immediately prepay outstanding Revolving Loans or Swingline Loans, as applicable, or thereafter deposit cash collateral in an account with the Administrative Agent as and to the extent required pursuant to Section 2.05(j), in an aggregate amount necessary to eliminate such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any of the Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within three Business Days after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event,” on the date such Net Proceeds are received with respect to such Prepayment Event), prepay Term Loan Borrowings and Incremental Term Loan Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if Holdings, the Borrower and the Restricted Subsidiaries invest (or commit to invest) the Net Proceeds from such event (or a portion thereof) within 12 months after receipt of such Net Proceeds in assets useful in the business of the Borrower and the other Restricted Subsidiaries (including any acquisitions permitted under Section 6.04), then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds in respect of such event (or the applicable portion of such Net Proceeds, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12-month period (or if committed to be so invested within such 12-month period, have not been so invested within 18 months after receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested (or committed to be invested).

(d) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2016, the Borrower shall, within five (5) Business Days of the date on which financial statements are required to be delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated, prepay Term Loan Borrowings and Incremental Term Loan Borrowings in an aggregate amount equal to the ECF Percentage of Excess Cash Flow for such fiscal year; provided that such amount in any fiscal year shall be reduced by (i) the aggregate amount of prepayments of Term Loans and Incremental Term Loans made pursuant to Section 2.11(a), (ii) to the extent accompanied by permanent reductions of Revolving Commitments in accordance with Section

2.08, the aggregate amount of prepayments of Revolving Loans (other than prepayments financed with the proceeds of Indebtedness), (iii) repaid borrowings of Revolving Loans made on the Effective Date to account for any additional original issue discount or upfront fees that are implemented pursuant to the Fee Letter and (iv) the aggregate amount of cash dividends paid by the Borrower or Holdings to Holdings or Boulevard for the payment of the Seller Earnout that are permitted hereunder; provided further that, prepayments of Term Loan Borrowings and Incremental Term Loan Borrowings pursuant to this Section 2.11(d) shall only be required if the ECF Percentage of Excess Cash Flow for such fiscal year exceeds $5,000,000.

(e) Prior to any optional prepayment of Borrowings pursuant to Section 2.11(a), the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section. In the event of any mandatory prepayment of Term Loan Borrowings or Incremental Term Loan Borrowings made at a time when Term Loan Borrowings or Incremental Term Loan Borrowings of more than one Class remain outstanding, the Borrower shall select Term Loan Borrowings or Incremental Term Loan Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between Term Loan Borrowings and Incremental Term Loan Borrowings (and, to the extent provided in the Refinancing Amendment for any Class of Other Term Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class ( provided , that any prepayment of Term Loan Borrowings and Incremental Term Loan Borrowings with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Term Debt). Optional prepayments of Term Loan Borrowings and Incremental Term Loan Borrowings shall be allocated among the Classes of Term Loan Borrowings and Incremental Term Loan Borrowings as directed by the Borrower. In the absence of a designation by the Borrower as described in the preceding provisions of this paragraph of the Type of Borrowing of any Class, the Administrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16.

(f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be in the form attached hereto as Exhibit J and shall be irrevocable and shall specify the prepayment date and principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 and amounts required pursuant to Section 2.16.

(g) Notwithstanding the foregoing, mandatory prepayments arising pursuant to clause (a) of the definition of Prepayment Event or clause (d) of this Section 2.11 will not be required to the extent the making of any such mandatory prepayment is from the Net Proceeds received by, or Excess Cash Flow of, a Foreign Subsidiary (or any required upstreaming of such amounts to the Borrower by such Foreign Subsidiary) (i) is impermissible or restricted under local law (as reasonably determined by the Borrower) or (ii) could give rise to a material adverse tax consequence (as reasonably determined by the Borrower); provided that the Borrower shall use commercially reasonably efforts to eliminate such material adverse tax consequences in order to make such prepayments; provided further , that any such prepayments shall be net of any costs, expenses or taxes incurred by the Borrower or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the non-application of any such mandatory prepayments in accordance with this Section 2.11(g) shall not constitute a Default or Event of Default and shall be available for working capital purposes of the Borrower and its Subsidiaries.

(h) So long as any Term Loans remain outstanding, any Term Lender may elect to decline the entire portion of the prepayment of its Term Loans pursuant to Sections 2.11(c) or (d) by delivering notice to the Borrower and the Administrative Agent of such election within seven Business Days of receiving notice of any such prepayment, in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined shall be returned to the Borrower (such retained proceeds, the “ Retained Declined Proceeds ”). The amount of any such prepayment that is accepted by any Term Lender shall be applied to ratably to the outstanding principal amount of the Base Rate Loans and Eurodollar Rate Loans that make up such Term Lender’s Term Loan. In the absence of delivery of a notice declining any prepayment by any Lender promptly upon receiving notice of such prepayment, such Lender shall automatically be deemed to have accepted such prepayment and any re-offer in respect thereof.

SECTION 2.12 Fees .

(a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate; provided that following the delivery of the financial statements for the fiscal quarter ended September 30, 2015 such fee shall reduce to 0.375% per annum for each fiscal quarter after the delivery of such financial statements showing that the Total Net Leverage Ratio is less than or equal to 3.50 to 1.00. Accrued commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank in dollars a fronting fee for each Letter of Credit equal to 0.125% per annum

on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees for standby Letters of Credit accrued through and including the last day of March, June, September and December of each year shall be payable on the first Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative Agent.

(d) Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.

SECTION 2.13 Interest.

(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, commencing, upon the occurrence of and during the continuation of an Event of Default under Section 7.01 (a), (b), (h), or (i), all overdue amounts in respect of principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2.00% per annum plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments, provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or

Adjusted Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14 Alternate Rate of Interest . If at least two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone (followed by a prompt written notice) or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided , however , that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

SECTION 2.15 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank (except any such reserve requirement reflected in the Adjusted Eurodollar Rate); or

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then, from time to time upon request of such Lender or Issuing Bank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such increased costs actually incurred or reduction actually suffered. Notwithstanding the foregoing, this Section 2.15 will not apply to any such increased costs or reductions resulting from Indemnified Taxes covered by Section 2.17 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender or such Issuing Bank.

(b) If any Lender or Issuing Bank reasonably determines that any Change in Law regarding capital or liquidity requirements has the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or Issuing Bank’s

holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital or liquidity adequacy), then, from time to time upon request of such Lender or Issuing Bank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction actually suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company in reasonable detail, as the case may be, as specified in paragraph (a) or (b) of this Section delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 9 months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 9 months referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan, Term Loan or Incremental Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall, after receipt of a written request by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount), compensate each Lender for the loss, cost and expense (other than lost profits) attributable to such event. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.16, each Lender shall be deemed to have funded each Eurodollar Loan made by it at the Adjusted Eurodollar Rate, as applicable, for such Loan by a matching deposit or other borrowing in the applicable interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section delivered to the Borrower shall be presumptively correct absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt of such demand.

SECTION 2.17 Taxes .

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any Taxes, provided that if the Borrower or the Administrative Agent (as the case may be) shall be required by applicable Requirements of Law (as determined in the good faith discretion of the Borrower or the Administrative

Agent (as the case may be)) to deduct any Taxes from such payments, then (i) if such Tax is an Indemnified Tax or Other Tax, the amount payable by the applicable Loan Party shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional amounts payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Administrative Agent (as the case may be) shall make such deductions and (iii) the Borrower or the Administrative Agent (as the case may be) shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b) Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes (without duplication of Section 2.17(a)) to the relevant Governmental Authority in accordance with Requirements of Law.

(c) The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party under any Loan Document and any Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

(d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower to do so, (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph.

(e) As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any properly completed and executed documentation prescribed by law, or reasonably requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or

reduction in, any withholding Tax with respect to any payments to be made to such Lender under the Loan Documents (including any documentation necessary to establish an exemption from, or reduction of, any Taxes that may be imposed under FATCA). Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding three sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(i) and (ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal position of such Lender.

Without limiting the generality of the foregoing:

(i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) two properly completed and duly signed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding.

(ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter when required by law or upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(A) two properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(B) two properly completed and duly signed copies of IRS Form W-8ECI (or any successor forms),

(C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a properly completed and duly signed certificate, in substantially the form of Exhibit H (any such certificate a “ United States Tax Compliance Certificate ”), or any other form approved by the Administrative Agent and the Borrower, establishing that such Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms), and/or

(D) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership), IRS Form W-8IMY (or any successor forms) of the Lender, accompanied, to the extent required to obtain an exemption from or reduction of Tax, by

a Form W-8ECI, W-8BEN, W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY, (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that, if the Lender is a partnership and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate shall be provided by such Lender on behalf of such beneficial owners).

(iii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Loan Parties or the Administrative Agent to determine the withholding or deduction required to be made.

(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Loan Parties and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(v) The Administrative Agent shall deliver to Borrower, on or prior to the Effective Date (or on or prior to the date of an assignment pursuant to which it becomes the Administrative Agent), and at such other times as may be necessary in the reasonable determination of Borrower, two duly executed copies of IRS Form W-9 or the relevant IRS Form W-8, as applicable.

Notwithstanding any other provision of this clause (e), neither the Administrative Agent, nor any Lender, shall be required to deliver any form pursuant to this clause (e) that the Administrative Agent or such Lender is not legally eligible to deliver.

(g) If the Administrative Agent, an Issuing Bank or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent, such Issuing Bank or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Issuing Bank or such Lender, agrees promptly to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Issuing Bank or such Lender in the event the Administrative Agent, such Issuing Bank or such Lender is required to repay such refund to such

Governmental Authority. The Administrative Agent, such Lender or such Issuing Bank, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that the Administrative Agent, such Lender or such Issuing Bank may delete any information therein that the Administrative Agent, such Lender or such Issuing Bank deems confidential). If the Borrower pays any additional amounts under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes and the Borrower reasonably believes that such additional amounts or portion thereof are attributable to Taxes that were not correctly or legally asserted, the Lender and Administrative Agent shall use reasonable efforts to cooperate with Borrower (at the Borrower’s expense) to obtain a refund of such Taxes so long as such efforts would not, in the reasonable determination of such Lender or the Administrative Agent result in any non-reimbursable additional costs, expenses or risks or any other adverse effects for such Lender or the Administrative Agent. Notwithstanding anything to the contrary in this paragraph, in no event will the Administrative Agent, such Issuing Bank or such Lender be required to pay any amount to an Borrower pursuant to this paragraph the payment of which would place the Administrative Agent, such Issuing Bank or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Issuing Bank or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Notwithstanding anything to the contrary, this Section shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its Tax returns (or any other information relating to Taxes which it deems confidential).

(h) For purposes of this Section 2.17, the term “Lender” shall include each Issuing Bank and the Swingline Lender and the term “Requirements of Law” includes FATCA.

SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

(a) The Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without condition or deduction for any counterclaim, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except payments to be made directly to any Issuing Bank or the Swingline Lender shall be made as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment (other than payments on the Eurodollar Loans) under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. All payments under each Loan Document shall be made in dollars except as otherwise expressly provided herein.

(b) Subject to Section 4.02 of the Collateral Agreement, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first , towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans, Incremental Term Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Incremental Term Loans, Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other applicable Lender as required under the Loan Documents (including, without limitation, pursuant to Section 4.02 of the Collateral Agreement), then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Incremental Term Loans and Term Loans and participations in LC Disbursements and Swingline Loans of other applicable Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Incremental Term Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Total Net Leverage Ratio as calculated by or on behalf of the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of such ratio would have resulted in higher interest for any period, the Borrower

shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable Issuing Bank, as the case may be, within five Business Days after written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and with any such demand by the Administrative Agent being excused), an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. This clause shall not limit the rights of the Administrative Agent, any Lender or the applicable Issuing Bank, as the case may be, under Section 2.05(i), 2.12(a), 2.12(b) or 2.13(c) or under Article VII. The Borrower’s obligations under this Section 2.18(e) shall survive the termination of the Commitments and acceleration of the Loans pursuant to Section 7.02 and the repayment of all other Loan Document Obligations after an acceleration of the Loans pursuant to Sections 8.02. Except in any case where a demand is excused as provided above, any additional interest under this Section 2.18(e) shall not be due and payable until five Business Days after a written demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the default rate, in each case at any time prior to the date that is five Business Days following such demand.

SECTION 2.19 Mitigation Obligations; Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or any event gives rise to the operation of Section 2.23, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or mitigate the applicability of Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender is a Disqualified Lender or Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assigned and delegated, each Issuing Bank and Swingline Lender), which consents, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), including amounts payable pursuant to Section 2.24, (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative

Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such assignment resulting from a claim for compensation under Section 2.15, or payments required to be made pursuant to Section 2.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

SECTION 2.20 Incremental Credit Extensions .

(a) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “ Revolving Commitment Increase ”) from Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) the Revolving Commitment Increase shall be pari passu in right of payment and security with the Revolving Facility, (B) the maturity date of such Revolving Commitment Increase shall mature no earlier than the Revolving Maturity Date and all other terms of such Revolving Commitment Increase shall be substantially identical to the terms governing the Revolving Facility (other than pricing, maturity, participation in mandatory prepayments or ranking as to security, in each case, subject to this Section 2.20(a)) or otherwise reasonably acceptable to the Administrative Agent, (C) the Revolving Commitment Increase shall not participate on a greater than pro rata basis than the Revolving Facility with respect to mandatory prepayments of Loans, (D) the interest rate margins, original issue discount or upfront fees (if any) for any Revolving Commitment Increase shall be determined by the Borrower and the Additional Revolving Lenders with the applicable Revolving Commitment Increase; provided that in the event that the All-In Yield of any Revolving Commitment Increase exceeds the All-In Yield of the Revolving Facility by more than 50 basis points, then the interest rate margins for the Revolving Facility shall be increased to the extent necessary so that the All-In Yield of the Revolving Facility is equal to the All-In Yield of the Revolving Commitment Increase minus 50 basis points, and (E) the Revolving Commitment Increase shall not be secured by assets other than the Collateral and shall not be incurred or guaranteed by any Person that is not the Borrower or a Guarantor. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of the Revolving Commitment Increases and (ii) the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall not exceed the Incremental Cap. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less if such amount represents all the remaining availability under the Incremental Cap.

(b) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more additional tranches of terms loans hereunder or increases in the aggregate amount of the Term Commitments which shall take the form of an additional tranche of term loans hereunder (each such increase, a “ Term Commitment Increase ”, and the term loans made thereunder, “ Incremental Term Loans ”) from one or more Additional Term Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) the Incremental Term Loans shall rank pari passu or junior in right of payment and security with the Term Facility; provided , further , that if Incremental Term Loans rank junior in right of payment and security with the Term Facility, such

Incremental Term Loans (w) shall mature no earlier than 91 days after the Latest Maturity Date then in effect, (x) shall be established as a separate credit facility from the Term Facility , (y) shall be subject to intercreditor arrangements reasonably acceptable to the Administrative Agent, and (z) for the avoidance of doubt, shall not be subject to clause (D) below, (B) the maturity date of Incremental Term Loans shall not be earlier than the Term Maturity Date and the Weighted Average Life to Maturity of the Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Facility, and all other terms of such Incremental Term Loans shall be substantially identical to the terms governing the Term Facility (other than pricing, amortization, maturity, participation in mandatory prepayments or ranking as to security, in each case, subject to this Section 2.20(b)) or otherwise reasonably acceptable to the Administrative Agent, (C) the Incremental Term Loans shall not participate on a greater than pro rata basis than the Term Facility with respect to mandatory prepayments of Loans, (D) the interest rate margins, original issue discount or upfront fees (if any) for any Incremental Term Loans shall be determined by the Borrower and the Additional Term Lenders with the applicable Term Commitment Increases; provided that in the event that the All-In Yield of any Incremental Term Loans exceeds the All-In Yield of the Term Facility by more than 50 basis points, then the interest rate margins for the Term Facility shall be increased to the extent necessary so that the All-In Yield of the Term Loans is equal to the All-In Yield of Incremental Term Loans minus 50 basis points and (E) the Incremental Term Loans shall not be secured by assets other than the Collateral and shall not be incurred or guaranteed by any Person that is not the Borrower or a Guarantor. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of the Term Commitment Increases and (ii) the aggregate principal amount of all Revolving Commitment Increases after the Effective Date shall not exceed the Incremental Cap. Each Term Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less if such amount represents all the remaining availability under the Incremental Cap.

(c)

(i) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increase or Term Commitment Increase

(ii) Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement pursuant to an amendment (an “ Incremental Revolving Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Revolving Lender and the Administrative Agent. Revolving Commitment Increases may be provided, subject to the prior written consent of the Borrower (not to be unreasonably withheld), by any existing Lender (it being understood that no existing Lender shall have the right to participate in any Incremental Revolving Facility or, unless it agrees, be obligated to provide any Incremental Revolving Loan or Revolving Commitment Increase) or by any Additional Revolving Lender. An Incremental Revolving Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Revolving Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “ Incremental Revolving Facility Closing Date ”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Revolving Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent); provided that if the proceeds of

such Revolving Commitment Increase are being used to finance a Permitted Acquisition or similar Investment, to the extent agreed by the lenders providing such Revolving Commitment Increase, (x) the reference in Section 4.02(a) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations and (y) the reference in Section 4.02(b) to no Default and Event of Default shall mean the absence of an Event of Default under Sections 7.01(a), (b), (h) or (i) immediately prior to and after giving effect to the incurrence of such Revolving Commitment Increase.

(iii) Commitments in respect of any Term Commitment Increase (the “ Incremental Term Commitments ”) shall become Commitments under this Agreement pursuant to an amendment (an “ Incremental Term Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents executed by the Borrower, each applicable Additional Term Lender and the Administrative Agent. Term Commitment Increases may be provided, subject to the prior written consent of the Borrower (not to be unreasonably withheld), by any existing Lender (it being understood that no existing Lender shall have any right to participate in any Term Commitment Increase or, unless it agrees, be obligated to provide any Term Commitment Increases) or by any Additional Term Lender. An Incremental Term Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Term Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “ Incremental Term Facility Closing Date ”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Term Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent); provided that if the proceeds of such Incremental Term Commitments are being used to finance a Permitted Acquisition or similar Investment, to the extent agreed by the lenders providing such Incremental Term Commitments, (x) the reference in Section 4.02(a) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations and (y) the reference in Section 4.02(b) to Default and Event of Default shall mean the absence of a Default or Event of Default at the time that the main transaction agreement governing such Permitted Acquisition or Investment is executed and delivered and the absence of an Event of Default under Sections 7.01(a), (b), (h) or (i) immediately prior to and after giving effect to the incurrence of such Incremental Term Commitments.

(d) Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Revolving Lender providing a portion of such Revolving Commitment Increase (each a “ Revolving Commitment Increase Lender ”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage. Any Revolving Loans outstanding immediately prior to the date of such Revolving Commitment Increase that are Eurodollar Loans will (except to the extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Revolving Lenders holding such Loans immediately prior to the date of

such Revolving Commitment Increase, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time it will be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Revolving Lenders after giving effect to the Revolving Commitment Increase; provided , however , that upon the occurrence of any Event of Default, each Revolving Commitment Increase Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Revolving Loans of other Revolving Lenders so that, after giving effect thereto, all Revolving Loans that are Eurodollar Loans are held by the Revolving Lenders in accordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with the provisions of Section 9.04; provided that the parties hereto hereby consent to such assignments and the minimum assignment amounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. If there are any ABR Revolving Loans outstanding on the date of such Revolving Commitment Increase, such Loans shall either be prepaid by the Borrower on such date or refinanced on such date (subject to satisfaction of applicable borrowing conditions) with Revolving Loans made on such date by the Revolving Lenders (including the Revolving Commitment Increase Lenders) in accordance with their Applicable Percentages. In order to effect any such refinancing, (i) each Revolving Commitment Increase Lender will make ABR Revolving Loans to the Borrower by transferring funds to the Administrative Agent in an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Revolving Commitment Increase Lender’s Revolving Commitment Increase by the aggregate amount of the Revolving Commitments (after giving effect to the Revolving Commitment Increase on such date) and (ii) such funds will be applied to the prepayment of outstanding ABR Revolving Loans held by the Revolving Lenders other than the Revolving Commitment Increase Lenders, and transferred by the Administrative Agent to the Revolving Lenders other than the Revolving Commitment Increase Lenders, in such amounts so that, after giving effect thereto, all ABR Revolving Loans will be held by the Revolving Lenders in accordance with their then-current Applicable Percentages. On the date of such Revolving Commitment Increase, the Borrower will pay to the Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments, accrued and unpaid interest on the principal amounts of their Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(e) Upon each Term Commitment Increase pursuant to this Section, each Additional Term Lender shall make an additional term loan to the Borrower in a principal amount equal to such Lender’s Term Commitment Increase. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Term Commitment Increase and Revolving Commitment Increase and shall make available to the Lenders a copy of any each Incremental Term Facility Amendment and Incremental Revolving Facility Amendment.

(f) This Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

SECTION 2.21 Refinancing Amendments .

(a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in the form (a) of Other Term Loans or Other Term Commitments in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), or (b) Other Revolving Loans or Other Revolving Commitments in respect of all or any portion of the Revolving Loans (and unused Revolving Commitments) under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the

other Loans and Commitments hereunder, in each case subject to intercreditor arrangements (which may take the form of modifications to the payment or collection “waterfall” provisions in the Loan Documents) reasonably acceptable to the Administrative Agent, or shall be unsecured (ii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced, and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iii) (x) will not be secured by assets other than the Collateral and (y) shall not be incurred or guaranteed by any Person that is not the Borrower or a Guarantor, (iv) will have terms and conditions, taken as a whole, that are substantially identical to, or not more favorable to the Lenders providing such Credit Agreement Refinancing Indebtedness than the Refinanced Term Debt or Refinanced Revolver Debt, as applicable (other than covenants or other provisions applicable to periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is incurred or obtained) and (vi) will not have an aggregate principal amount greater than the aggregate principal amount of the Refinanced Term Debt or Refinanced Revolver Debt, as applicable, plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or the provision to the Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment and shall make available to the Lenders a copy of any such Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided , however , that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

(b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

SECTION 2.22 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02.

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the Swingline Lender hereunder; third , as the Borrower may request (so long as no Default or Event of Default exists and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth , in the case of a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; fifth , to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or such Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixth , so long as no Default or Event of Default exists and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and seventh , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans or LC Disbursements and such Lender is a Defaulting Lender under clause (a) of the definition thereof, such payment shall be applied solely to pay the relevant Loans of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to Section 2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to Section 2.05(j) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . That Defaulting Lender (x) shall not be entitled to receive or accrue any commitment fee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.12(b).

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure . During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving

effect to the Revolving Commitment of that Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of that Lender.

(b) Defaulting Lender Cure . If the Borrower, the Administrative Agent, the Swingline Lender and each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash Collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.22(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

SECTION 2.23 Illegality . If any Lender reasonably determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Eurodollar Rate, or to determine or charge interest rates based upon the Adjusted Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted Eurodollar Rate component of the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Eurodollar Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, upon which time such Lender shall recommence making Eurodollar Loans. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Eurodollar Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Eurodollar Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

SECTION 2.24 Repricing Transaction . If, prior to six-month anniversary of the Effective Date, (i) there shall occur any amendment, amendment and restatement or other modification of the Loan Documents that reduces the All-In Yield then in effect for the Term Loans made pursuant to Section 2.01(a), (ii) all or any portion of the Term Facility is voluntarily or mandatorily prepaid with the Net Proceeds of issuances, offerings or placements of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries, or refinanced substantially concurrently with the incurrence of, or conversion of the Term Loans made pursuant to Section 2.01(a) into, new Indebtedness that has an All-In Yield lower than the All-In Yield in effect for such Term Loans so prepaid (in each case, after giving effect to interest rate margins (including Adjusted Eurodollar Rate and ABR floors), original issue discount and upfront fees) or (iii) a Lender must assign its Term Loans made pursuant to Section 2.01(a) as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement that would reduce the All-In Yield then in effect for the Term Loans made pursuant to Section 2.01(a) (any of clause (i), (ii) or (iii), a “ Repricing Transaction ”), then in each case the aggregate principal amount of Term Loans made pursuant to Section 2.01(a) so subject to such Repricing Transaction (other than any Repricing Transaction made in connection with a Change in Control, any Permitted Acquisition or other similar Investment permitted hereunder, or any transaction not otherwise permitted under this Agreement) will be subject to a prepayment premium of 1.00% thereof, such premium due and payable by the Borrower immediately upon the consummation of such Repricing Transaction (provided, that, in the event that the Borrower is required to pay such premium to an assigning Lender under clause (iii) above, the Borrower shall not be required to pay such premium to the assignee Lender in respect of the Term Loans so assigned).

ARTICLE III

Representations and Warranties

Each of Holdings and the Borrower represents and warrants to the Lenders that:

SECTION 3.01 Organization; Powers . Each of Holdings, the Borrower and the Restricted Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of the jurisdiction of its organization, has the corporate or other organizational power and authority to, except as would not reasonably be expected to have a Material Adverse Effect, carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and to effect the Transactions and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability . The Financing Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporate or other organizational action and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as the case may be, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and implied covenants of good faith and fair dealing.

SECTION 3.03 Governmental Approvals; No Conflicts . The Financing Transactions (a) except as described on Schedule 3.03, do not require any consent or approval of, registration or filing

with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, Holdings, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other material agreement or instrument binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Permitted Liens, except (in the case of each of clauses (a), (b) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default, termination, cancellation or acceleration, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.04 Financial Condition; No Material Adverse Effect .

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the AgroFresh Business as of the date thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b) The unaudited consolidated combined balance sheets dated March 31, 2015 and related statements of income, stockholders’ equity and cash flows of the AgroFresh Business (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present in all material respects the financial condition of the AgroFresh Business as of the date thereof and its results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

(c) Holdings has heretofore furnished to Administrative Agent (for distribution to the Lenders) the consolidated pro forma balance sheet of Holdings, the Borrower and the Restricted Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of earnings of Holdings, the Borrower and the Restricted Subsidiaries for the twelve-month period then ended (such pro forma balance sheet and statement of earnings, the “ Pro Forma Financial Statements ”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the beginning of such twelve-month period, as the case may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of Holdings, the Borrower and the Restricted Subsidiaries as at December 31, 2014 , and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred at such date or at the beginning of such period (excluding the impact of purchase accounting effects required by GAAP).

(d) Since January 1, 2015, there has been no Material Adverse Effect.

SECTION 3.05 Properties .

(a) Each of Holdings, the Borrower and the Restricted Subsidiaries has good title to, or valid leasehold interests in or valid right to use, all its real and personal property material to its business, if any (including the Mortgaged Properties), (i) free and clear of all Liens except for Liens permitted by Section 6.02 and (ii) except for defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their

intended purposes, except, in the case of clause (ii), where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) As of the Effective Date after giving effect to the Transactions, except as set forth on Schedule 3.05, none of Holdings, the Borrower or any Restricted Subsidiary owns any real property.

SECTION 3.06 Litigation and Environmental Matters .

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has since January 1, 2013, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, or (iii) has since January 1, 2013 received written notice of any claim with respect to any Environmental Liability.

SECTION 3.07 Compliance with Laws and Agreements . Each of Holdings, the Borrower and the Restricted Subsidiaries is in compliance with (a) its Organizational Documents, (b) all Requirements of Law applicable to it or its property and (c) all indentures and other agreements and instruments binding upon it or its property, except, in the case of clauses (a) (other than as it relates to the Borrower), (b) and (c) of this Section, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08 Investment Company Status . None of Holdings, the Borrower or any Restricted Subsidiary is an “investment company” required to register under the Investment Company Act of 1940, as amended from time to time.

SECTION 3.09 Taxes . Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, Holdings, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns and reports required to have been filed and (b) have paid or caused to be paid all Taxes required to have been paid (whether or not shown on a Tax return) including in their capacity as Tax withholding agents, except any Taxes that are being contested in good faith by appropriate actions, provided that Holdings or such Subsidiary, as the case may be, has set aside on its books adequate reserves therefore in accordance with GAAP.

SECTION 3.10 ERISA; Labor Matters .

(a) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws.

(b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no ERISA Event has occurred or, to the knowledge of Holdings or the Borrower is reasonably expected to occur, (ii) neither a Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (iii) neither a Loan Party nor any ERISA Affiliate has

engaged in a transaction that could reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA.

(c) There are no collective bargaining agreements in the United States covering the employees of Holdings, the Borrower or any of the Restricted Subsidiaries and, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, no written claim or complaint has been filed against either any Loan Party nor any Restricted Subsidiary alleging employment law violations of federal or state laws (relating, for example, to, hiring, discrimination, immigration, overtime pay, severance, and worker classification), nor, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, have there been any violations of such laws, strikes, walk-outs, work stoppages or other labor difficulty, within the last five years.

SECTION 3.11 Disclosure . (a) As of the Effective Date, no reports, financial statements, certificates or other written information (other than information of a general economic or industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with any Loan Document or delivered thereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, when taken as a whole in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered, it being understood that any such projected financial information may vary from actual results and such variations could be material.

(b) As of the Effective Date, the Loan Parties have no material obligations or liabilities, matured or unmatured, fixed or contingent, other than (i) those set forth or adequately provided for in the financial statements, or the notes thereto, delivered to the Administrative Agent pursuant to this Agreement, (ii) those not required to be set forth in the financial statements under GAAP, (iii) those incurred since the date of the most recently delivered balance sheet and consistent with past practice, and (iv) those incurred in connection with the Transactions.

SECTION 3.12 Subsidiaries; Equity Interests . As of the Effective Date, Part (a) of Schedule 3.12 sets forth the name of, and the ownership interest of Holdings and each Subsidiary in, each Subsidiary. As of the Effective Date, Part (b) of Schedule 3.12 sets forth all equity investments of Holdings and the Subsidiaries in any other corporation or entity other than those specifically disclosed in Part (a) of Schedule 3.12. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and are owned by Holdings in the amounts specified on Part (a) of Schedule 3.12 free and clear of all Liens except those created under the Security Documents and the Organizational Documents or permitted under Section 6.02(i) or (ii).

SECTION 3.13 Intellectual Property; Licenses, Etc . Except, in each case, as could not reasonably be expected to have a Material Adverse Effect: Holdings, the Borrower and the Restricted Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other rights comprising the Intellectual Property and that are reasonably necessary for the operation of their businesses as currently conducted, and, without conflict with the rights of any Person. No Intellectual Property, advertising, product, process, method, substance, part or other material used by Holdings, the Borrower or any Restricted Subsidiary in the operation of its business as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a

Material Adverse Effect. No claim or litigation regarding any of the Intellectual Property is pending or, to the knowledge of Holdings, the Borrower, and the Restricted Subsidiaries, threatened against Holdings, the Borrower or any Restricted Subsidiary, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 3.14 Solvency . As of the Effective Date, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed (A) the recorded debts and liabilities (including contingent liabilities that would be recorded in accordance with GAAP), of Holdings and its Subsidiaries on a consolidated basis, determined in accordance with GAAP consistently applied (the “ Stated Liabilities ”) and (B) the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of Holdings and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of Holdings (“ Identified Contingent Liabilities ”); (ii) the present fair saleable value of the property of Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the Stated Liabilities and Identified Contingent Liabilities as they become absolute and matured; (iii) Holdings and its Subsidiaries on a consolidated basis will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they become absolute and matured; and (iv) Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Effective Date. As of the Effective Date, immediately after giving effect to the consummation of the Transactions, Holdings does not intend to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its debts or the debts of any such Subsidiary.

SECTION 3.15 Federal Reserve Regulations . None of Holdings, the Borrower or any other Restricted Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, to purchase or carry any margin stock or to refinance any Indebtedness originally incurred for such purpose, or for any other purpose that entails a violation (including on the part of any Lender) of the provisions of Regulations U or X of the Board of Governors.

SECTION 3.16 PATRIOT ACT; FCPA; OFAC .

(a) Each of Holdings and its Subsidiaries is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(b) None of the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or Controlled Affiliate of the Borrower or

any of its Subsidiaries is a Person that is, or is Controlled by Persons that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “ Sanctions ”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, to the knowledge of the Borrower, the subject of Sanctions, or (ii) in any other manner that would, to the knowledge of the Borrower, result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

SECTION 3.17 Use of Proceeds . The proceeds of the Loans have been used and shall be used in accordance with Section 5.10.

SECTION 3.18 Security Interests . Each of the Security Documents creates, as security for the Secured Obligations purported to be secured thereby, a valid and enforceable (and, to the extent perfection thereof can be accomplished pursuant to the filings or other actions required by the Security Documents and such filings or other actions are required to have been made or taken, perfected) security interest in and Lien on all of the Collateral subject thereto, superior to and prior to (subject to Permitted Liens having priority by operation of law) the rights of all third Persons and subject to no other Liens (except that the Collateral may be subject to Liens permitted by Section 6.02), in favor of the Administrative Agent for the benefit of the Lenders.

SECTION 3.19 Insurance . The properties of each Borrower and its Restricted Subsidiaries are insured with reputable insurance companies that provide insurance for companies engaged in similar businesses, not Affiliates of such Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses of comparable size and owning similar properties in localities where such Borrower or the applicable Restricted Subsidiary operates.

SECTION 3.20 Senior Indebtedness . The Loan Document Obligations constitute “Senior Indebtedness” (or any comparable term) under, and as defined in, any documentation relating to any subordinated Junior Financing (if any) and are entitled to the benefits of the subordination provisions set forth in any documentation relating to Junior Financing (if any). Each Loan Party acknowledges that Administrative Agent, each Lender and the Issuing Bank is entering into this Agreement and is extending its Commitments in reliance upon the subordination provisions set forth in any documentation relating to Junior Financing (if any).

ARTICLE IV

Conditions

SECTION 4.01 Effective Date . The obligations of the Lenders to make Loans and of each Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from the Borrower and Holdings either (i) a counterpart of this Agreement signed on behalf of such party or

(ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Effective Date) of Greenberg Traurig LLP, counsel for the Loan Parties in customary form and substance.

(c) The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit E-1 or such other form acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section.

(d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

(e) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arrangers and the Borrower to be due and payable on or prior to the Effective Date (including, to the extent estimated or invoiced at least three Business Days prior to the Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document), which amounts may be offset against the proceeds of the initial Loans made on the Effective Date.

(f) The Collateral and Guarantee Requirement shall have been satisfied; provided that if, notwithstanding the use by Holdings and the Borrower of commercially reasonable efforts to cause the Collateral and Guarantee Requirement to be satisfied on the Effective Date, the requirements thereof (other than (a) the execution and delivery of the Guarantee Agreement by Holdings and the Collateral Agreement, Copyright Security Agreement, Trademark Security Agreement and Patent Security Agreement by the Loan Parties, (b) delivery to the Administrative Agent of certificates (if any) representing the Equity Interests of the Borrower and all other Restricted Subsidiaries and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in other assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Effective Date, the satisfaction of such requirements shall not be a condition to the availability of the initial Loans on the Effective Date, but shall be required to be satisfied within the period specified therefor in Schedule 5.13 or such later date as the Administrative Agent may reasonably agree.

(g) Certificates of insurance shall be delivered to the Administrative Agent evidencing the existence of insurance maintained by Holdings, the Borrower and the Restricted Subsidiaries pursuant to Section 5.07 and, if applicable, the Administrative Agent shall be

designated as an additional insured and loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder.

(h) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the unaudited consolidated combined balance sheets dated March 31, 2015 and related statements of income, stockholders’ equity and cash flows of the AgroFresh Business, in each case, prepared in accordance with GAAP, subject to the absence of footnotes and to normal year-end audit adjustments and except as otherwise expressly noted therein.

(i) The Lead Arrangers shall have received the Pro Forma Financial Statements.

(j) (i) The Specified Representations shall be true and correct in all material respects (or if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects) and (ii) the Acquisition Agreement Representations shall be true and correct in all material respects (or if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects), in each case on and as of the Effective Date. For the purposes of the foregoing, to the extent any of the Acquisition Agreement Representations or Specified Representations are qualified by “Material Adverse Effect” or similar language, the definition thereof shall be “Business Material Adverse Effect” (as defined in the Acquisition Agreement).

(k) The Acquisition shall be consummated simultaneously or substantially concurrent with the initial funding of Term Loans on the Effective Date in accordance with applicable law and on the terms described in the Acquisition Agreement, without giving effect to any amendment, waiver, consent or other modification thereof by Boulevard or any affiliate thereof that is materially adverse to the interests of the Lead Arranger and the Lenders (in their capacities as such) unless it is approved by the Lead Arrangers (which approval shall not be unreasonably withheld or delayed).

(l) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of Term Loans on the Effective Date.

(m) The Lenders shall have received a certificate, substantially in the form of Exhibit E-2, from the chief financial officer or chief accounting officer or other officer with equivalent duties of the Borrower certifying as to the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions.

(n) The Administrative Agent and the Lead Arrangers shall have received, at least 3 Business Days prior to the Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least 10 Business Days prior to the Effective Date by the Administrative Agent or the Lead Arrangers required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.

(o) Since January 1, 2015, there shall not have occurred any Business Material Adverse Effect (as defined in the Acquisition Agreement).

(p) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the foregoing clauses (j), (k), (l) and (o) of this Section 4.01.

(q) The Administrative Agent shall have received from the Borrower an executed Borrowing Request in accordance with Section 2.03.

SECTION 4.02 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing after the Effective Date, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit after the Effective Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing ( provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments shall have expired or been terminated, the principal of and interest on each Loan and all fees, expenses and other amounts (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations) payable under any Loan Document shall have been paid in full and all Letters of Credit shall have expired or been terminated (or cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank) and all LC Disbursements shall have been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements and Other Information . Holdings will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent):

(a) on or before the date that is 100 days after the end of each fiscal year of Holdings, an audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income and cash flows of Holdings and its Subsidiaries as of the end of and for such fiscal year, in each case with all consolidating information regarding Holdings, the Borrower and the Restricted Subsidiaries, together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception, or any exception as to the scope of such audit, in each case other than a qualification related solely to the maturity of Loans and Commitments occurring one year from the time such report is delivered), to the effect that such consolidated financial statements present fairly in all material respects the financial condition as of the end of and for such year and results of operations and cash flows of Holdings and its Subsidiaries (as applicable) on a consolidated basis (as applicable) in accordance with GAAP consistently applied, together with a customary management’s discussion and analysis describing results of operations;

(b) with respect to each of the first three fiscal quarters of each fiscal year, on or before the date that is 60 days after the end of each such fiscal quarter, an unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income and cash flows of Holdings and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, in each case, if any Unrestricted Subsidiary existed at any time during such fiscal quarter, with all consolidating information regarding Holdings, the Borrower and the Restricted Subsidiaries, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year; all certified by a Financial Officer as presenting fairly in all material respects, as applicable, the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and results of operations and cash flows of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, together with customary management’s discussion and analysis describing results of operations;

(c) concurrently with the delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations (A) if applicable, demonstrating compliance with the Financial Performance Covenant and (B) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2016, of Excess Cash Flow for such fiscal year;

(d) not later than 90 days after the commencement of each fiscal year of Holdings, a reasonably detailed consolidated annual budget for Holdings and its Subsidiaries for such fiscal year;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by Holdings, the Borrower or any of the Restricted Subsidiaries with the SEC or with any national securities exchange; and

(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any of the Restricted Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing.

Documents required to be delivered pursuant to Section 5.01(a), (b), (d) or (e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01 (or otherwise notified pursuant to Section 9.01(d)); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its reasonable request until a written notice to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents

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and upon its reasonable request, provide to the Administrative Agent by electronic mail electronic versions ( i.e. , soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or any of its Affiliates or the Borrower’s or any such Affiliates’ securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

SECTION 5.02 Notices of Material Events . Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof and, if applicable, after notifying the appropriate Governmental Authority, Holdings or the Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) written notice of the following:

(a) the occurrence of (i) any Default and (ii) any Event of Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against Holdings, the Borrower or any Restricted Subsidiary or the receipt of a notice of an Environmental Liability, in each case that an adverse determination (as applicable) is reasonably probable and, if adversely determined (as applicable), could reasonably be expected to result in a Material Adverse Effect;

(d) the occurrence of any event that is not a matter of general public knowledge that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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SECTION 5.03 Information Regarding Collateral .

(a) Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number.

(b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Sections 1(a), 1(b), 2 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section, (ii) identifying any Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by this Section 5.03 have been given.

SECTION 5.04 Existence; Conduct of Business . Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, amalgamation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

SECTION 5.05 Payment of Obligations and Taxes, etc . Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, (a) pay its obligations in respect of material Taxes before the same shall become delinquent or in default, provided that neither Holdings nor any Restricted Subsidiary shall be required to pay any such Tax which is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of the management of Holdings) with respect thereto in accordance with GAAP, and (b) pay all material lawful claims which, if unpaid, would by law become a Lien upon its property, except to the extent that any such Lien would otherwise be permitted by Section 6.02; provided, that neither Holdings nor any Restricted Subsidiary shall be required to pay any such claim which is being contested in good faith and by proper proceedings.

SECTION 5.06 Maintenance of Properties . Borrower will, and will cause each Restricted Subsidiary to, keep and maintain all material property necessary to the conduct of its business in good working order and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted and, except, in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.07 Insurance . Borrower will, and will cause each Restricted Subsidiary to, maintain, with insurance companies that Borrower believes (in the good faith judgment of the management of Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which Borrower believes (in the good faith judgment of management of Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as Borrower believes (in the good faith judgment or the management of Borrower) are reasonable and prudent in light of the size and nature of its business, and will furnish to the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance, in relation only to the business activities of Holdings

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and the Borrower, shall (i) name the Administrative Agent, on behalf of the Lenders, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, name the Administrative Agent, on behalf of the Lenders as the loss payee thereunder.

SECTION 5.08 Books and Records; Inspection and Audit Rights . Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or their Restricted Subsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law, subject to attorney-client privilege or subject to contractual confidentiality requirements or which otherwise constitutes a trade secret the disclosure of which to the Administrative Agent or any Lender (or their respective representatives or contractors) would materially adversely affect the right of intellectual property ownership with respect thereto by Holdings, the Borrower or such Restricted Subsidiary.

SECTION 5.09 Compliance with Laws .

(a) Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, comply with its Organizational Documents and all Requirements of Law with respect to it, its property and operations, except where (i) in the case of compliance with Requirements of Law, the necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii) the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Without limitation of clause (a) above, Holdings and Borrower will, and will cause each Restricted Subsidiary to: (i) comply with all applicable Environmental Laws (except where the necessity of compliance therewith is contested in good faith by appropriate proceedings) and Environmental Permits except, in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ii) obtain and renew all Environmental Permits necessary for its operations and properties; and (iii) to the extent required under Environmental Laws, conduct any investigation, mitigation, study, sampling and testing, and undertake any clean-up, removal or remedial, corrective or other action necessary to remove and clean up all Hazardous Materials for which it is responsible from any of its properties, in accordance with the requirements of all Environmental Laws,

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except, in the case of clauses (ii) and (iii), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c) Without limitation of clause (a) above, Holdings and Borrower will, and will cause each Restricted Subsidiary to comply with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) the PATRIOT Act, (iii) the United States Foreign Corrupt Practices Act of 1977, as amended and (iv) all applicable Bank Secrecy Act and anti-money laundering laws and regulations.

(d) Without limitation of clause (a) above, the Borrower and each Loan Party shall and shall cause its controlled ERISA Affiliates to maintain each Plan which is subject to or governed under ERISA, the Code or other federal or state law in compliance in all material respects with the applicable provisions of ERISA, except where noncompliance would not cause a Lien on the assets of the Borrower or any Loan Party (other than Permitted Liens).

SECTION 5.10 Use of Proceeds and Letters of Credit . The Borrower will use the proceeds of the Term Loans and Revolving Loans on the Effective Date to finance a portion of the Transactions and the related Transaction costs (including, without limitation, for the purposes of making a dividend or distribution to Holdings and Boulevard the proceeds of which will be applied by Boulevard to pay all amounts required to be paid by Boulevard to Seller on the Effective Date pursuant to the Acquisition Agreement), for uses permitted under Section 6 and for working capital and general corporate purposes. The proceeds of the Revolving Loans and Swingline Loans drawn after the Effective Date will be used only for uses permitted under Section 6 and working capital and general corporate purposes (including Permitted Acquisitions). Letters of Credit will be used only for general corporate purposes. The Borrower will not use the proceeds of any Loans or Letters of Credit in violation of any of the representations and warranties contained in Sections 3.15 or 3.16.

SECTION 5.11 Additional Restricted Subsidiaries .

(a) If (i) any additional Subsidiary (other than an Excluded Subsidiary) is formed or acquired after the Effective Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary, Holdings or the Borrower will, within 30 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Subsidiary is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof (unless such Subsidiary is an Excluded Subsidiary), and will cause such Subsidiary (unless such Subsidiary is an Excluded Subsidiary) to satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by any Loan Party within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or any other Loan Document to the contrary, (i) no more than 65% of the total combined voting power of all classes of Equity Interests entitled to vote in or of any CFC or CFC Holding Company shall be pledged or similarly hypothecated to guarantee or support any Obligation herein, (ii) no CFC or CFC Holding Company shall guarantee or support any Obligation herein and (iii) no security or similar interest shall be granted in the assets of any CFC or CFC Holding Company, which security or similar interest guarantees or supports any Obligation herein.

(b) Within 30 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Material Subsidiary.

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SECTION 5.12 Further Assurances .

(a) Subject to the limitations set forth in the definition of Collateral and Guarantee Requirement and in the Security Documents, each of Holdings and the Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.

(b) Subject to the limitations set forth in the definition of Collateral and Guarantee Requirement and in the Security Documents, if, after the Effective Date, any owned (but not leased) real property with a fair market value in excess of $5,000,000 (determined at the time of acquisition thereof, or, if acquired prior to the date the applicable Person became a Loan Party, the date such Person became a Loan Party, or, to the extent that any improvements are constructed on any such owned real property after the date of acquisition, on the date of “substantial completion” or similar timing, as determined by the Borrower in consultation with the Administrative Agent, of such improvements) (“ Material Real Property ”) is acquired by the Borrower or any other Loan Party or is owned by any Restricted Subsidiary on or after the time it becomes a Loan Party pursuant to Section 5.11 (other than assets constituting Collateral under a Security Document that become subject to the Lien created by such Security Document upon acquisition thereof or constituting Excluded Assets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties and subject to the last paragraph of the definition of the term “Collateral and Guarantee Requirement.”

SECTION 5.13 Certain Post-Closing Obligations . Within the time periods after the Effective Date specified in Schedule 5.13 or such later date as the Administrative Agent agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.13, in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

SECTION 5.14 Maintenance of Ratings . Borrower shall use commercially reasonable efforts to (i) maintain a rating of the Term Facility (but not any specific rating) by S&P and Moody’s and (ii) maintain a public corporate rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s, in each case with respect to the Borrower.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations) under any Loan Document have been paid in full and all Letters of Credit have expired or been terminated and all LC Disbursements shall have been reimbursed (or cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank), each of Holdings and the Borrower covenants and agrees with the Lenders that:

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SECTION 6.01 Indebtedness; Certain Equity Securities .

(a) Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(i) (A) Indebtedness of Holdings, the Borrower and any of the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.21) and (B) subject to the prepayment of the Secured Obligations with the Net Proceeds thereof in accordance with Section 2.11(c), Credit Agreement Refinancing Indebtedness;

(ii) Indebtedness outstanding on the date hereof and listed on Schedule 6.01 and any Permitted Refinancing thereof;

(iii) Guarantees by Holdings and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that such Guarantee is otherwise permitted by Section 6.04; provided further that (A) no Guarantee by any Restricted Subsidiary (other than the Borrower) of any Junior Financing incurred by a Loan Party shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement and (B) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(iv) Indebtedness of (a) Holdings or the Borrower owing to any Restricted Subsidiary or (b) of any Restricted Subsidiary owing to any other Restricted Subsidiary or the Borrower or Holdings; provided that (A) all such Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to a Loan Party must be permitted by Section 6.04, (B) all such Indebtedness of a Loan Party shall be subordinated to the Loan Document Obligations on terms (i) at least as favorable to the Lenders as those set forth in the form of intercompany note attached as Exhibit F or (ii) otherwise reasonably satisfactory to the Administrative Agent, and (C) all such Indebtedness in a principal amount in excess of $2,500,000 owing by a Subsidiary that is not a Loan Party to any Loan Party shall be evidenced by a note and pledged as Collateral for the Secured Obligations;

(v) (A) Indebtedness (including purchase money Indebtedness, Capitalized Lease Obligations or “synthetic lease” obligations) of the Borrower or any Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred concurrently with or within 180 days after the applicable acquisition, construction, repair, replacement or improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (A); provided further that the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (v) shall not, at any time outstanding, exceed $15,000,000;

(vi) Indebtedness in respect of Swap Agreements entered into not for speculative purposes;

(vii) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged, amalgamated or consolidated with or into the Borrower or a Restricted Subsidiary) after the date hereof as a result of a

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Permitted Acquisition or other Investment permitted by Section 6.04, or Indebtedness of any Person that is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets by the Borrower or such Restricted Subsidiary in a Permitted Acquisition or other Investment permitted by Section 6.04, and Permitted Refinancings thereof; provided that (A) such Indebtedness is not incurred in contemplation of such Permitted Acquisition or such other Investment, (B) provided further that the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (vii) shall not, at any time outstanding, exceed $15,000,000;

(viii) (1) Indebtedness of the Borrower and any Restricted Subsidiary consisting of notes or loans under credit agreements, indentures or other similar instruments or agreements and any Permitted Refinancing thereof; provided that such Indebtedness (A) will be subordinated and rank junior in security or right of payment with the Loans and Commitments hereunder, in each case subject to intercreditor arrangements (which may take the form of modifications to the payment or collection “waterfall” provisions in the Loan Documents) reasonably acceptable to the Administrative Agent, (B) does not mature prior to the date that is 180 days after the Latest Maturity Date in effect at the time of incurrence thereof, (C) has no mandatory (other than customary provisions relating to asset sales or a change of control, so long as the rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior payment in full in cash of the Obligations and the termination of the Commitments) or scheduled amortization or payments, repurchases or redemptions of principal prior to the date that is 91 days after the Latest Maturity Date in effect at the time of incurrence thereof, (D) (x) will not be secured by assets other than the Collateral and (y) shall not be incurred or guaranteed by any Person that is not the Borrower or a Guarantor, (E) immediately after giving effect thereto and the use of the proceeds thereof, no Event of Default shall exist or result therefrom and (F) will have terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are substantially identical to, or not more favorable to the lenders providing such Indebtedness than the Loans and Commitments hereunder; provided further that the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (viii) shall not, at any time outstanding, exceed $10,000,000; and (2) Permitted Subordinated Indebtedness not exceeding $50,000,000 in aggregate principal amount issued to finance Restricted Payments permitted by Section 6.06(a)(vi)(A);

(ix) Indebtedness representing deferred compensation or stock-based compensation to employees of Holdings, the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;

(x) Indebtedness consisting of unsecured promissory notes issued by any Loan Party to current or former officers, directors and employees or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or Boulevard permitted by Section 6.06(a);

(xi) Indebtedness constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments incurred in a Permitted Acquisition, any other Investment or any Disposition, in each case permitted under this Agreement;

(xii) Indebtedness consisting of obligations under deferred consideration (earn-outs, indemnifications, incentive non-competes and other contingent obligations) or other similar arrangements incurred in connection with the Transactions or any Permitted Acquisition or other Investment permitted hereunder;

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(xiii) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case, in connection with deposit accounts in the ordinary course of business;

(xiv) Asset-backed or other revolving Indebtedness of the Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness outstanding in reliance on Section 6.01(a)(xix) in respect of which the primary obligor or a guarantor is a Subsidiary that is not a Loan Party, together with any Indebtedness incurred pursuant to this clause (xiv) shall not exceed at any time outstanding, $10,000,000;

(xv) Indebtedness consisting of (A) the financing of insurance premiums or
(B) take-or-pay obligations contained in supply arrangements, in each case in the ordinary course of business;

(xvi) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of bankers’ acceptances or similar instruments (other than letters of credit) issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations (other than obligations in respect of letters of credit) regarding workers compensation claims; provided that the reimbursement obligations in respect thereof are reimbursed within 30 days following the date thereof;

(xvii) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the other Restricted Subsidiaries, in each case in the ordinary course of business or consistent with past practice;

(xviii) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(xix) Unsecured Indebtedness of Borrower and the Restricted Subsidiaries; provided that immediately after giving effect thereto and the use of the proceeds thereof, (1) no Event of Default shall exist or result therefrom and (2) on a Pro Forma Basis after giving effect thereto, the Total Net Leverage Ratio is less than or equal to 4.50:1.00; provided, further , that the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xix) in respect of which the primary obligor or a guarantor is a Subsidiary that is not a Loan Party, together with the then outstanding principal amount of any Indebtedness incurred pursuant to clause (xiv) above, shall not exceed $10,000,000;

(xx) obligations in respect of the Seller Earnout;

(xxi) obligations in respect of Disqualified Equity Interests in an amount not to exceed $10,000,000 outstanding at any time;

(xxii) Contribution Indebtedness (and any Permitted Refinancing thereof) to the extent proceeds thereof have not been applied to make Restricted Payments or to make Investments pursuant to Section 6.04 or to make Permitted Investments; provided that immediately before and immediately after giving effect to the incurrence thereof no Default or Event of Default shall have occurred and be continuing;

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(xxiii) Indebtedness incurred in connection with any Securitization Facility in compliance with Section 6.05(s);

(xxiv) other Indebtedness of Borrower and the Restricted Subsidiaries in an aggregate principal amount not to exceed, immediately after giving effect to the incurrence of any such Indebtedness, either (1) $40,000,000, if immediately after giving effect thereto and the use of the proceeds thereof, the Total Net Leverage Ratio is less than or equal to 3.50:1.00, or (2) $25,000,000;

(xxv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(xxvi) endorsements for collection, deposit or negotiation and warranties of products and services, in each case, incurred in the ordinary course of business;

(xxvii) unsecured Indebtedness on subordination terms reasonably satisfactory to the Administrative Agent issued in lieu of making a Restricted Payment permitted pursuant to Section 6.06(a)(v).

(xxviii) unsecured Indebtedness incurred in lieu of paying an indemnification or reimbursement obligation to a director or officer of Holdings, Borrower or a Restricted Subsidiary pursuant to indemnification arrangements between such persons; and

(xxix) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxviii) above.

(b) Holdings will not create, incur, assume or permit to exist any Indebtedness in respect of which Holdings is the primary obligor or a guarantor except Indebtedness created under Sections 6.01(a)(i), (iii), (iv), (vi), (ix), (x), (xii) and (xx) and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the foregoing clauses.

SECTION 6.02 Liens . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(i) (A) Liens created under the Loan Documents and (B) Liens in the Collateral securing Credit Agreement Refinancing Indebtedness or any Permitted Refinancing thereof; provided that (1) any such Liens that are Junior Liens shall be subject to a Junior Lien Intercreditor Agreement and (2) any such Liens that are pari passu with the Liens of the Secured Parties shall be subject to the Pari Passu Intercreditor Agreement;

(ii) Permitted Encumbrances;

(iii) Liens existing on the date hereof and set forth on Schedule 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (1) after-acquired property that is affixed or incorporated into the property covered by such

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Lien and (2) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01;

(iv) Liens securing Indebtedness permitted under Section 6.01(a)(v); provided that (A) such Liens attach concurrently with or within 180 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness except for accessions to such property and the proceeds and the products thereof and (C) with respect to purchase money Indebtedness, Capitalized Lease Obligations or “synthetic lease” obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such purchase money Indebtedness, Capitalized Lease Obligations or “synthetic lease” obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, or (B) secure any Indebtedness;

(vi) Liens (A) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods or (B) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(vii) Liens of a (A) collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry;

(viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition), or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(ix) Liens on property of any Subsidiary that is not a Loan Party, which Liens secure Indebtedness or other obligations of such Subsidiary permitted under Section 6.01;

(x) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party and Liens granted by a Loan Party in favor of any other Loan Party;

(xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend

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to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the Indebtedness secured thereby is permitted under Section 6.01;

(xii) any interest, lien, or title of a lessor or sublessor under leases or subleases (other than leases constituting Capital Lease Obligations) entered into by any of the Borrower or any Restricted Subsidiaries and covering the assets so leased;

(xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by any of the Borrower or any Restricted Subsidiaries in the ordinary course of business;

(xiv) Liens deemed to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted Investments”;

(xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;

(xvii) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Restricted Subsidiaries are located;

(xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto and deposits made in the ordinary course of business to secure liability to insurance carriers;

(xix) (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (B) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of the Restricted Subsidiaries;

(xx) Liens on Equity Interests of a joint venture or an Unrestricted Subsidiary;

(xxi) Liens on cash or Permitted Investments used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is permitted hereunder;

(xxii) Liens on Securitization Assets and related assets arising in connection with a Qualified Securitization Financing in compliance with Section 6.05(s);

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(xxiii) Liens on the property or assets of Foreign Subsidiaries securing Indebtedness permitted to be incurred by them under Section 6.01(xiv);

(xxiv) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01 and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;

(xxv) Liens solely on any cash earnest money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder with respect to any acquisition that would constitute an Investment permitted by this Agreement;

(xxvi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(xxvii) Liens arising due to any cash pooling, netting or composite accounting arrangements; and

(xxviii) other Liens; provided that the aggregate principal amount of obligations secured by Liens existing in reliance on this clause (xxviii) shall not exceed, immediately after the incurrence of any of such obligations or Liens, either (1) $40,000,000, if immediately after giving effect thereto, the Total Net Leverage Ratio is less than or equal to 3.50:1.00, or (2) $25,000,000.

SECTION 6.03 Fundamental Changes; Sale-Leasebacks .

(a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or Dispose of all or substantially all of the assets of Holdings, the Borrower and the Restricted Subsidiaries, except that:

(i) any Restricted Subsidiary may merge with (A) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (B) in the case of any Restricted Subsidiary (other than the Borrower), any one or more other Restricted Subsidiaries; provided that when any Subsidiary Loan Party is merging with another Subsidiary (1) the continuing or surviving Person shall be a Subsidiary Loan Party or (2) if the continuing or surviving Person is not a Subsidiary Loan Party, the acquisition of such Subsidiary Loan Party by such surviving Restricted Subsidiary is otherwise permitted under Section 6.04;

(ii) (A) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (B) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and the Restricted Subsidiaries and is not materially disadvantageous to the Lenders;

(iii) any Restricted Subsidiary (other than the Borrower) may make a Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (A) the transferee must be a Loan Party, (B) to the extent constituting an Investment in a Restricted Subsidiary that is not a Loan Party, such Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04

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or (C) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such Disposition is for fair value and any promissory note or other non-cash consideration received in respect thereof is a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04;

(iv) the Borrower may merge, amalgamate or consolidate with any other Person; provided that (A) the Borrower shall be the continuing or surviving Person, (B) any Investment in connection therewith is permitted under Section 6.04 and (C) no Default or Event of Default shall have occurred and be continuing;

(v) any Restricted Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of the Restricted Subsidiaries, shall have complied with the requirements of Sections 5.11 and 5.12 (or arrangements for the compliance with such requirements within 30 days (or by such later date reasonably satisfactory to the Administrative Agent) shall have been made) and if the other party to such transaction is not a Loan Party, no Default exists after giving effect to such transaction;

(vi) Holdings, the Borrower and the Restricted Subsidiaries may consummate the Transactions; and

(vii) any Restricted Subsidiary may effect a merger, dissolution, liquidation consolidation or amalgamation to effect a Disposition permitted pursuant to Section 6.05; provided that if the other party to such transaction is not a Loan Party, no Default exists after giving effect to the transaction.

(b) The Borrower will not, and Holdings and the Borrower will not permit any Restricted Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Restricted Subsidiaries on the Effective Date and businesses reasonably related, ancillary thereto, complementary, synergistic or reasonable extensions thereof.

(c) Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (iv) the incurrence of any Indebtedness or Guarantees or Restricted Payments permitted to be created, incurred, assumed or made by it under Article VI, and the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.06 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.06 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.07, (ix) activities incidental to the

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consummation of the Transactions and (x) activities incidental to the businesses or activities described in clauses (i) to (ix) of this paragraph.

(d) Holdings will not own or acquire any assets (other than the Loan Documents, the Acquisition Documents, Equity Interests as referred to in paragraph (c)(i) above, cash, Permitted Investments, loans and advances made by Holdings under Section 6.04(b), intercompany Investments consisting of Indebtedness permitted to be made by it under Section 6.04) or incur any liabilities (other than liabilities as referred to in paragraph (c) above, liabilities imposed by law, including Tax liabilities, and other liabilities incidental to its existence and business and activities permitted by this Agreement).

(e) Holdings will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by any Loan Party of real or personal property that has been or is to be sold or transferred by such Loan Party to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Loan Party, other than any such arrangement entered into in connection with the financing of the acquisition of such property with the proceeds of purchase money Indebtedness incurred as permitted by Section 6.01(a)(v), any such arrangement involving the sale of property within 90 days after the purchase thereof if sold for consideration not less than the cost of the purchase thereof and the lease of which (if a Capitalized Lease) is permitted by Section 6.01(a)(v).

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, make or hold any Investment, except:

(a) Permitted Investments;

(b) loans or advances to officers, directors and employees of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings ( provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding at any time not to exceed $1,000,000;

(c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in other Restricted Subsidiary that is not a Loan Party, (iii) by Holdings, the Borrower or any Restricted Subsidiary (A) in any Restricted Subsidiary; provided that the aggregate amount of such Investments, at any time outstanding, made by Loan Parties after the Effective Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iii)(A) shall not exceed the greater of $35,000,000 and 3.5% of Consolidated Total Assets at the time of any such Investment, (B) in any Restricted Subsidiary that is not a Loan Party, constituting an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness of such Restricted Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary obligations of Restricted Subsidiaries that are not Loan Parties owing to any Loan Party, (iv) by Holdings, the Borrower or any Restricted Subsidiary in Restricted Subsidiaries that are not Loan Parties so long as such Investment is part of a series of simultaneous Investments that result in the proceeds of the initial Investment being invested in one or more Loan Parties and (v) by Holdings, the Borrower or any Restricted Subsidiary in any Restricted Subsidiary that is not a Loan Party, consisting of the contribution of Equity Interests of any other Restricted Subsidiary that is not a Loan Party so long as the Equity Interests of the transferee Restricted Subsidiary is pledged to secure the Secured Obligations;

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(d) Investments consisting of extensions of trade credit and accommodation guarantees in the ordinary course of business;

(e) Investments existing or contemplated on the date hereof and set forth on Schedule 6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof; provided that, in each case, the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(e) or as otherwise permitted by this Section 6.04;

(f) Investments in Swap Agreements permitted under Section 6.01(a)(vi);

(g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05;

(h) Permitted Acquisitions;

(i) the Transactions;

(j) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;

(k) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(l) loans and advances to Holdings or Boulevard in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings or Boulevard in accordance with Section 6.06(a)(iv), (v), (vii), or (ix);

(m) Investments by the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed the Available Amount at such time; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) except with respect to Investments made with the Available Amount Equity Component, on a Pro Forma Basis after giving effect thereto, if (A) such Investment is made on or prior to January 31, 2017 the Senior Secured Net Leverage Ratio is less than or equal to 3.00:1.00 or (B) otherwise, the Senior Secured Net Leverage Ratio is less than or equal to 2.50:1.00.

(n) advances of payroll payments to employees;

(o) Investments of a Restricted Subsidiary acquired after the Effective Date or of a Person merged, amalgamated or consolidated with any Restricted Subsidiary in accordance with this Section and Section 6.03 after the Effective Date (other than existing Investments in Restricted Subsidiaries of such Restricted Subsidiary or Person, which must comply with the requirements of Section 6.04(h) or 6.04(m)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

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(p) acquisitions of, investments in, and loans and advances to, joint ventures and Unrestricted Subsidiaries by the Borrower and the Restricted Subsidiaries, so long as the aggregate amount invested, loaned or advanced pursuant to this Section 6.04(p) (determined without regard to any write-downs or write-offs of such investments, loans or advances), does not exceed $10,000,000 at such time;

(q) the licensing, sublicensing or contribution of rights in any Intellectual Property pursuant to joint marketing arrangements with Persons other than Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business;

(r) Investments to the extent that payment for such Investments is made solely by the issuance of or contribution to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Equity Interests of Boulevard to the seller of such Investments;

(s) any Investments in a Subsidiary that is not a Loan Party or in a joint venture, in each case, to the extent such Investment is contemporaneously repaid in full with a dividend or other distribution from such Subsidiary or joint venture;

(t) the forgiveness or conversion to Equity Interests of any Indebtedness owed by a Loan Party and permitted by Section 6.02;

(u) Restricted Subsidiaries may be established or created if the Borrower and such Restricted Subsidiary comply with the requirements of Section 5.11, if applicable; provided that, in each case, to the extent such new Restricted Subsidiary is created solely for the purpose of consummating an acquisition permitted by this Section 6.04, and such new Restricted Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such transactions, such new Restricted Subsidiary shall not be required to take the actions set forth in Section 5.11, as applicable, until the respective acquisition is consummated (at which time the surviving entity of the respective transaction shall be required to so comply in accordance with the provisions thereof);

(v) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(w) any Investments in a Securitization Subsidiary in order to effectuate a Qualification Securitization Financing or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided , however , that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets as equity, and (b) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing;

(x) Investments and other acquisitions to the extent that payment for such Investments is made solely with Qualified Equity Interests or the proceeds of the issuance of or contribution to Qualified Equity Interests (in any event, excluding Cure Amounts) of Holdings or any Equity Interests of Boulevard;

(y) non-cash Investments in connection with tax planning and reorganization activities; provided that, in the reasonable judgment of the Borrower (following consultation with the Administrative Agent), after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired;

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(z) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business;

(aa) other Investments by Holdings, the Borrower or any Restricted Subsidiary; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) on a Pro Forma Basis after giving effect thereto, if (A) such Investment is made on or prior to January 31, 2017, the Senior Secured Net Leverage Ratio is less than or equal to 3.00:1.00 or (B) otherwise, the Senior Secured Net Leverage Ratio is less than or equal to 2.50:1.00;

(bb) Investments consisting of Guarantees by the Borrower of any lease or similar ordinary course obligations of a Restricted Subsidiary; and

(cc) other Investments by Holdings, the Borrower or any Restricted Subsidiary not to exceed, in the aggregate, immediately after the making of any such Investment, either (1) $25,000,000, if the Senior Secured Net Leverage Ratio is less than or equal to 3.25:1.00, or (2) $15,000,000.

SECTION 6.05 Asset Sales . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will Holdings or the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than issuing directors’ qualifying shares, nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law and other than issuing Equity Interests to Holdings, the Borrower or a Restricted Subsidiary in compliance with Section 6.04(c)) (each, a “ Disposition ”), except:

(a) Dispositions of obsolete, uneconomical, negligible, surplus or worn out property, whether now owned or hereafter acquired, and Dispositions of immaterial assets and of property no longer used or useful in the conduct of the business of Holdings, the Borrower and the Restricted Subsidiaries;

(b) Dispositions of assets (including inventory) in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to the Borrower or a Restricted Subsidiary; provided that (i) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 6.04 and (ii) to the extent constituting a Disposition by a Loan Party to a Restricted Subsidiary that is not a Loan Party, such Disposition is for fair value and any promissory note or other non-cash consideration received in respect thereof is a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04;

(e) Dispositions permitted by Section 6.03, Investments permitted by Section 6.04, Restricted Payments permitted by Section 6.06 and Liens permitted by Section 6.02;

(f) Dispositions of Permitted Investments;

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(g) Dispositions consisting of discounts or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof, except in each case in connection with any financing transaction;

(h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case, that do not materially interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole;

(i) transfers of property as a result of casualty and condemnation events;

(j) Dispositions of property to Persons other than Restricted Subsidiaries (including the sale or issuance of Equity Interests of a Restricted Subsidiary) not otherwise permitted under this Section 6.05; provided that (i) no Event of Default shall exist and be continuing at the time of, or would result from, such Disposition and (ii) with respect to any Disposition pursuant to this clause (j), Holdings, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided , however , that for the purposes of this clause (ii), (A) any liabilities (as shown on the most recent balance sheet of Holdings provided hereunder or in the footnotes thereto) of Holdings, the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loan Document Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings, the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash, (B) any securities received by Holdings, the Borrower or such Restricted Subsidiary from such transferee that are converted by Holdings, the Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash, and (C) any Designated Non-Cash Consideration received in respect of any Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at the time outstanding, not in excess of $1,000,000, shall be deemed to be cash consideration; and provided further that (i) Dispositions of the Equity Interests in the Borrower shall be prohibited and (ii) Dispositions of the Equity Interests in any Restricted Subsidiary shall be prohibited unless it is for all of the outstanding Equity Interests of such Restricted Subsidiary owned (directly or indirectly) by the Borrower, except to the extent constituting a Permitted Investment in a Restricted Subsidiary under Section 6.04; and

(k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(l) Dispositions made on the Effective Date to consummate the Transactions;

(m) the unwinding of Swap Agreements permitted hereunder pursuant to their terms;

(n) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;

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(o) any Disposition of any asset between or among the Borrower and the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05;

(p) the transfer for fair value of property (including Equity Interests of Restricted Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred property, provided that such transfer is permitted under Section 6.04(p);

(q) the Disposition of an Unrestricted Subsidiary;

(r) the Disposition of assets acquired pursuant to a Permitted Acquisition, which assets are not necessary to the core or principal business of the Borrower and the Restricted Subsidiaries;

(s) the Disposition of Securitization Assets in connection with any Qualified Securitization Financing to the extent the fair market value of such Securitization Assets, disposed of in all such transactions does not exceed $10,000,000 in the aggregate in any fiscal year;

(t) Disposition of assets which are not Collateral (other than proceeds thereof which otherwise would constitute Collateral);

(u) the good faith surrender, compromise or waiver of receivables, contract rights, tort claims or statutory rights;

(v) Dispositions of any particular asset having a fair market value (as reasonably determined by the Borrower) of less than $50,000; and

(w) other Dispositions of assets not to exceed $5,000,000 in the aggregate in any fiscal year.

provided that any Disposition of any property pursuant to this Section 6.05 (except pursuant to Sections 6.05(a), (e), (g), (i), (n), (o), (r), (u) or (v) and except for Dispositions by a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition.

SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness .

(a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, declare or make, directly or indirectly, any Restricted Payment, except:

(i) each Restricted Subsidiary may make Restricted Payments to the Borrower or any other Restricted Subsidiary; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, such Restricted Payment is made to the Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests;

(ii) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Equity Interests of such Person;

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(iii) Restricted Payments made on or prior to the Effective Date to consummate the Transactions (including, without limitation, a dividend or distribution to Holdings and Boulevard the proceeds of which will be applied by Boulevard to pay all amounts required to be paid by Boulevard to Seller on the Effective Date pursuant to the Acquisition Agreement);

(iv) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(v) Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow Boulevard to so redeem, retire, acquire or repurchase its Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings, Boulevard, the Borrower or the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an amount (together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) in such fiscal year) not to exceed $5,000,000 in any fiscal year (it being agreed that any unused amounts in any fiscal year may be carried over to succeeding fiscal years and be utilized under this clause (v) in such subsequent fiscal years notwithstanding the foregoing provisions of this clause (v));

(vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings, the Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings and Boulevard:

(A) the proceeds of which shall be used by Boulevard to pay any Seller Earnout due and payable under the Acquisition Agreement; provided that (1) any such Restricted Payment to pay any Seller Earnout shall not be paid prior to the delivery of financial statements pursuant to Section 5.01(a) for the fiscal year ended December 31, 2017 and (2) any such Restricted Payment to pay any Seller Earnout shall not be paid (other than with the proceeds of the issuance of common equity or Qualified Equity Interests of Holdings or Permitted Subordinated Indebtedness of the Borrower) if, on a Pro Forma Basis after giving effect thereto, the Secured Net Leverage Ratio is equal to or greater than 3.75:1.00; and

(B) in addition to the foregoing Restricted Payments, up to an amount not to exceed $12,000,000 in any fiscal year of the Borrower to (1) pay dividends to Boulevard’s public common stockholders and/or (2) on or prior to July 31, 2016, redeem or repurchase outstanding warrants of Boulevard for an aggregate repurchase price not in excess of $10,000,000.

(vii) the Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings, the Borrower or any Restricted Subsidiary:

(A) the proceeds of which shall be used by Holdings, the Borrower or any Restricted Subsidiary to pay (1) its operating expenses incurred in the ordinary course of

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business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable, and indemnification claims made by directors or officers of Boulevard, Holdings or any Restricted Subsidiary, in each case to the extent attributable to the ownership or operations of Holdings, the Borrower and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to Section 6.07(iv);

(B) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.06(a)(iv) or Section 6.06(a)(v);

(C) the proceeds of which shall be used to pay fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement;

(D) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.06; and

(E) the proceeds of which are applied to the purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or a majority of the Equity Interests in a Person, provided that such purchase or other acquisition would have constituted a “Permitted Acquisition” or an other Investment permitted to be made pursuant to Section 6.04; provided , further , that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition, (B) the recipient of such Restricted Payment shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or one of the Restricted Subsidiaries (other than an Excluded Subsidiary) or (2) the merger (to the extent permitted in Section 6.03) of the Person formed or acquired into the Borrower or one of the Restricted Subsidiaries (other than an Excluded Subsidiary) in order to consummate such purchase or other acquisition, (C) Holdings and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment from Holdings, the Borrower or any of the Restricted Subsidiaries in connection with such transaction, except to the extent Holdings or a Restricted Subsidiary could have given such consideration or made such payment in compliance with Section 6.07, (D) any property received by the Borrower shall not increase the Available Amount and (E) such Investment shall be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to Section 6.04(h);

(viii) Restricted Payments by the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed the Available Amount at such time; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) except with respect to Restricted Payments made with the Available Amount Equity Component, on a Pro Forma Basis after giving effect thereto, if (A) such Restricted Payment is made on or prior to January 31, 2017, the Senior Secured Net Leverage Ratio is less than or equal to 3.00:1.00 or (B) otherwise, the Senior Secured Net Leverage Ratio is less than or equal to 2.50:1.00;

(ix) Holdings, the Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings and Boulevard:

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(A) the proceeds of which shall be used by Holdings and Boulevard to make payments that are due and payable pursuant to the Tax Receivables Agreement;

(B) the proceeds of which shall be used by Holdings and Boulevard to make any payments that are due and payable pursuant to Section 2.3 or 2.4 of the Acquisition Agreement; and

(C) the proceeds of which shall be used to pay the Tax liability of (or in respect of) Holdings, the Borrower or any Restricted Subsidiary to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Borrower and any of the Restricted Subsidiaries; provided that Restricted Payments made pursuant to this clause (C) shall not exceed the Tax liability that Holdings, the Borrower and/or the relevant Restricted Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group;

(x) Holdings and the Borrower may make Restricted Payments to the extent of the Net Proceeds received by Holdings (and in the case of Restricted Payments by the Borrower, to the extent contributed to the Borrower as cash common equity) from any issuance of or contribution to Qualified Equity Interests of Holdings not otherwise included in the Available Amount, so long as such Restricted Payment is made identifiable amounts of such Net Proceeds and, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing or would result therefrom;

(xi) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04;

(xii) the Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any non-cash conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion;

(xiii) Restricted Payments in order to effectuate payments that at such time are permitted to be made pursuant to Section 6.07(iii), (iv), (vii) and (x);

(xiv) the payment of dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.06;

(xv) (x) the payment of regularly scheduled dividends on Disqualified Equity Interests, and (y) any redemption or repurchase of Disqualified Equity Interests permitted under Section 6.06(b);

(xvi) redemptions in whole or in part of any of its Qualified Equity Interests for another class of its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Qualified Equity Interests; and

(xvii) other Restricted Payments; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) on a Pro Forma Basis after giving effect thereto, if (A) such Restricted Payment is made on or prior to January 31, 2017,

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the Total Net Leverage Ratio is less than or equal to 2.75:1.00 or (B) otherwise, the Total Net Leverage Ratio is less than or equal to 2.25:1.00.

(b) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except:

(i) payment of regularly scheduled or required interest and principal payments as, in the form of payment and when due in respect of any Indebtedness to the extent such payments in respect of any Junior Financing are permitted by the subordination provisions thereof, and the payment of regularly schedule dividends on Disqualified Equity Interests;

(ii) refinancings, refundings, renewals, modifications or exchanges of Indebtedness to the extent permitted by Section 6.01;

(iii) the conversion of any Junior Financing (including Disqualified Equity Interests) to Equity Interests (other than Disqualified Equity Interests) of Holdings;

(iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings (including Disqualified Equity Interests) prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount at such time; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) except with respect to prepayments, redemptions, purchases, defeasances and other payments made with the Available Amount Equity Component made with the Available Amount Equity Component, on a Pro Forma Basis after giving effect thereto, if (A) such prepayment, redemption, purchase, defeasance or other payment occurs on or prior to January 31, 2017, the Senior Secured Net Leverage Ratio is less than or equal to 3.00:1.00 or (B) otherwise, the Senior Secured Net Leverage Ratio is less than or equal to 2.50:1.00; and

(v) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) on a Pro Forma Basis after giving effect thereto, if (A) such prepayment, redemption, purchase, defeasance or other payment occurs on or prior to January 31, 2017, the Total Net Leverage Ratio is less than or equal to 4:00:1.00 or (B) otherwise, the Total Net Leverage Ratio is less than or equal to 3.50:1.00.

SECTION 6.07 Transactions with Affiliates . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions (other than any transactions or series of related transactions with respect to which the aggregate consideration paid, or fair market value of property Disposed of, by Holdings, the Borrower and the Restricted Subsidiaries is less than $1,000,000) with, any of its Affiliates, except (i) transactions with Holdings, the Borrower, or any Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary as a result of the transaction), (ii) on terms substantially as favorable to Holdings, the Borrower, or such Restricted Subsidiary as would be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (iii) transactions to effect the Transactions (including the transactions and payments made pursuant to the Acquisition Agreement, the

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Transaction Services Agreement, the Bailment Agreement, the India Transition Services Agreement, the Occupancy Agreement, the Seconding Agreement, the Standby Agreement, the Tax Receivables Agreement, and the Sublease Agreement, in each case, as defined in the Acquisition Agreement, and any side letter agreements related to the Transactions) and the payment of fees and expenses related to the Transactions, (iv) the payment of management and monitoring fees and termination fees of the Sponsor (or any Affiliates or management companies of the Sponsor) in an aggregate amount in any fiscal year not to exceed $2,000,000 and, so long as no Default or Event of Default exists or would result therefrom, the payment of customary related indemnities and reasonable expenses thereof, (v) (x) issuances of Qualified Equity Interests of Holdings, and (y) to the extent otherwise not prohibited by this Agreement, issuances of Equity Interests, (vi) employment agreements, severance arrangements and health, disability and similar insurance or benefit plans between Holdings, the Borrower, and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and 6.04(n)), (vii) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower, and the Restricted Subsidiaries to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (viii) transactions pursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 6.07 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (ix) Restricted Payments permitted under Section 6.06, (x) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsors and the Co-Investor (or any Affiliates or management companies of the Sponsor or the Co-Investor) made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith, (xi) Investments in the Borrower’s Subsidiaries and joint ventures (to the extent any such Subsidiary is an Excluded Subsidiary or any such joint venture is only an Affiliate as a result of Investments by Holdings, the Borrower and the Restricted Subsidiaries in such Subsidiary or joint venture) to the extent otherwise permitted under Section 6.04 and (xii) transactions between Holdings, the Borrower or any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Borrower or Holdings, provided , that such director abstains from voting as a director of the Borrower or Holdings, as the case may be, on any matter involving such other Person.

SECTION 6.08 Restrictive Agreements . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any Collateral or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to any such restrictions that (i)(x) exist on the date hereof and (to the extent not otherwise permitted by this Section 6.08) are listed on Schedule 6.08 and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, taken as a whole, in any material respect, (ii)(x) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, taken as a whole, in any material respect, (iii) represent, or are otherwise set forth in any agreement or instrument in respect of, Indebtedness that is permitted by Section 6.01 or a Lien that is permitted by Section 6.02, (iv) are

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customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) are customary restrictions contained in leases, subleases, or licenses otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any license, lease or other agreement entered into in the ordinary course of business and otherwise permitted hereunder, (xi) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances or other Liens permitted under Section 6.02 on such cash or Permitted Investments or deposits) or (xii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Loan Parties and their subsidiaries to meet their ongoing obligations.

SECTION 6.09 Amendment of Junior Financing and Organizational Documents . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, amend, modify, waive, terminate or release (x) the documentation governing any Junior Financing unless permitted pursuant to any subordination provisions applicable thereto or (y) any Organizational Document, in each case, if the effect of such amendment, modification, waiver, termination or release is materially adverse to the Lenders.

SECTION 6.10 Senior Secured Net Leverage Ratio . Solely with respect to the Revolving Facility and as of the last day of any fiscal quarter (commencing with the fiscal quarter ending September 30, 2015), the Borrower will not permit the Senior Secured Net Leverage Ratio to exceed the ratio set forth below applicable to such fiscal quarter; provided, that the provisions of this Section 6.10 shall not apply if no Revolving Exposure is outstanding as of the last day of such fiscal quarter other than (x) LC Exposures equal to or less than $5,000,000 in the aggregate and (y) Letters of Credit that have been cash collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank:

Period During Which the Fiscal Quarter Is Ending		Senior Secured Net Leverage Ratio
Effective Date to December 31, 2015		5.50 to 1.00
January 1, 2016 to June 30, 2016		5.00 to 1.00
July 1, 2016 to December 31, 2016		4.75 to 1.00
January 1, 2017 to June 30, 2017		4.25 to 1.00
July 1, 2017 and thereafter		4.00 to 1.00

SECTION 6.11 Changes in Fiscal Periods . Neither Holdings nor the Borrower will make any change in fiscal year; provided , however , that Holdings and the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Holdings, the Borrower and the

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Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement and the other Loan Documents that are necessary to reflect such change in fiscal year.

ARTICLE VII

Events of Default

SECTION 7.01 Events of Default . If any of the following events (any such event, an “ Event of Default ”) shall occur:

(a) any Loan Party shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a) of this Section) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;

(c) any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any of the Restricted Subsidiaries in any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) (i) Holdings, the Borrower or any of the Restricted Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a)(i) with respect to the written notice of the occurrence of any Default, and such failure shall continue unremedied for a period of 10 Business Days after any Responsible Officer of Holdings or the Borrower obtains actual knowledge of the occurrence of such Default or (ii) Holdings, the Borrower or any of the Restricted Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a)(ii) or 5.04 (with respect to the existence of Holdings or the Borrower) or in Article VI; provided that any Event of Default under Section 6.10 shall not constitute an Event of Default with respect to the Term Loans and the Term Loans may not be accelerated as a result thereof until the date on which the Revolving Loans (if any) have been accelerated and the Revolving Commitments have been terminated; provided , further that that any Event of Default under Section 6.10 is subject to cure as provided in Section 7.02.

(e) Holdings, the Borrower or any of the Restricted Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraph (a), (b) or (d) of this Section), and such failure shall continue unremedied for a period of 30 days after receipt of written notice thereof from the Administrative Agent or the Required Lenders to the Borrower;

(f) [Reserved];

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,

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repurchase, redemption or defeasance thereof, prior to its scheduled maturity, provided that this paragraph (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), (ii) termination events or similar events occurring under any Swap Agreement that constitutes Material Indebtedness (it being understood that paragraph (f) of this Section will apply to any failure to make any payment required as a result of any such termination or similar event), or (iii) any Indebtedness that becomes due as a result of a Refinancing thereof permitted under Section 6.01;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, court protection, reorganization or other relief in respect of Holdings, the Borrower or any Material Subsidiary or its debts, or of a material part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, examiner, sequestrator, conservator or similar official for Holdings, the Borrower or any Material Subsidiary or for a material part of the assets of such Persons taken as a whole, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) Holdings, the Borrower or any other Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, court protection, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, examiner, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Material Subsidiary or for a material part of the assets of such Persons taken as a whole, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors;

(j) one or more final judgments for the payment of money in an aggregate amount in excess of $25,000,000 (to the extent not covered by insurance or an indemnity as to which the insurer or the indemnitee has been notified of such judgment or order and has not denied coverage) shall be rendered against Holdings, the Borrower or any of the Restricted Subsidiaries or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed;

(k) (i) an ERISA Event occurs that has resulted in liability of a Loan Party in an aggregate amount in excess of $25,000,000, or (ii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $25,000,000;

(l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and (to the extent such Lien is required to be perfected pursuant to the applicable Security Document) perfected Lien on any material portion of the Collateral, with the priority (subject to Permitted Liens) required by the applicable Security Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under or consented to under the Loan Documents, (ii) solely as a result of the Administrative Agent’s failure to (A) maintain possession of any stock

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certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements, (iii) as to Collateral consisting of Material Real Property to the extent that such losses are covered by a lender’s title insurance policy or (iv) as a result of acts or omissions of the Administrative Agent or any Lender;

(m) any material provision of any Loan Document or any Guarantee of the Loan Document Obligations shall for any reason be asserted in writing by any Loan Party not to be a legal, valid and binding obligation of any Loan Party thereto other than as expressly permitted hereunder or thereunder;

(n) any of the Guarantees of the Loan Document Obligations by any Loan Party pursuant to the Guarantee Agreement shall cease to be in full force and effect (in each case, other than in accordance with the terms of the Loan Documents); or

(o) a Change in Control shall occur;

then, and in every such event (other than an event with respect to Holdings or the Borrower described in paragraph (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to Holdings or the Borrower described in paragraph (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) exercise any and all rights and remedies available to it under the Loan Documents and applicable law. Notwithstanding anything herein to the contrary, the enforcement of any remedies pursuant to this Section 7.01 shall be subject to Section 4.02 of the Collateral Agreement.

SECTION 7.02 Right to Cure .

(a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings, the Borrower and the Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of Holdings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day subsequent to the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is required to be delivered in accordance with Section 5.01(c) the “ Cure Right Expiration Date ”), Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute to the Borrower as cash common equity) (collectively, the “ Cure Right ”), and upon the receipt by the Borrower of the Net Proceeds of such issuance (the “ Cure Amount ”) pursuant to the exercise by Holdings of such Cure Right the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

(i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the

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purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of Holdings, the Borrower and the Restricted Subsidiaries, in each case, with respect to such fiscal quarter only), Holdings, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenant, Holdings, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement;

provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings.

(b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any available basket under Article VI of this Agreement or the amount of any commitment fee pursuant to Section 2.12(a), the amount of any interest pursuant to Section 2.13 or any other financial-ratio based conditions other than compliance with the Financial Performance Covenant and there shall be no pro forma reduction in indebtedness with the proceeds of any Cure Amount for purposes of determining compliance with the Financial Performance Covenant. For the avoidance of doubt, no Lender shall be required to make any extension of credit and no Issuing Bank shall be required to Issue any Letters of Credit during the ten Business Day period referred to in clause (a) above unless the Borrower has received the proceeds of such Cure Amount.

(c) Notwithstanding anything herein to the contrary, in the event that Holdings, the Borrower and the Restricted Subsidiaries fail to comply with the requirements of either Financial Performance Covenant as of the last day of any fiscal quarter of Holdings, the Borrower shall have the right to deliver, at any time prior to the Cure Right Expiration Date, written notice to the Administrative Agent of its intent to exercise the Cure Right in respect of such fiscal quarter and, upon receipt by the Administrative Agent of such written notice, the Lenders shall not be permitted to accelerate Loans held by them, terminate the Commitments, exercise remedies against the Collateral or otherwise exercise any other remedies hereunder on the basis of a failure to comply with the requirements of the Financial Performance Covenant, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Right Expiration Date (or such earlier date as the Borrower confirms in writing that the Cure Amount will not be received).

SECTION 7.03 Application of Funds . After the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable and the LC Exposure has been required to be Cash Collateralized as set forth herein), any amounts received on

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account of the Secured Obligations shall be applied by the Administrative Agent in accordance with Section 4.02 of the Collateral Agreement.

ARTICLE VIII

Administrative Agent

SECTION 8.01 Appointment and Authority .

(a) Each of the Lenders, the Swingline Lender and the Issuing Banks hereby irrevocably appoints Bank of Montreal to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third party beneficiary of, or any obligations under, any of such provisions except for its consent rights set forth in Section 8.06.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders, the Swingline Lender and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.03 as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

SECTION 8.02 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03 Exculpatory Provisions . The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be

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expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity;

(d) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.02 and in the last paragraph of Section 7.01) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank; and

(e) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 8.04 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or

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through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

SECTION 8.06 Resignation of Administrative Agent . The Administrative Agent may resign at any time upon 30 days’ notice to the Lenders, the Issuing Banks and the Borrower, subject to the appointment of a successor administrative agent in accordance with this Section 8.06. If the Administrative Agent (or an Affiliate thereof) becomes a Defaulting Lender, the Administrative Agent may be removed as the Administrative Agent hereunder at the request of the Borrower or the Required Lenders upon 10 days’ notice to the Administrative Agent, subject to the appointment of a successor administrative agent in accordance with this Section 8.06. Upon receipt of any such notice of resignation or upon any such removal, the Required Lenders shall have the right, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) ( provided that no consent of the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be an Approved Bank with an office in the United States, or any Affiliate of any such Approved Bank; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent may in its discretion continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Banks directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.07 Non-Reliance on Administrative Agent and Other Lenders . Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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SECTION 8.08 No Other Duties, Etc . Anything herein to the contrary notwithstanding, neither the Lead Arrangers nor any person named on the cover page hereof as a Documentation Agent, Bookrunner or Syndication Agent shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.

SECTION 8.09 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or outstanding Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letters of Credit outstanding and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Sections 2.12 and 9.03) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12 and 9.03.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or Issuing Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank or in any such proceeding.

SECTION 8.10 No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender, any Issuing Bank or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article VII for the benefit of all the Lenders and the Issuing

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Banks; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Banks or the Swingline Lender from exercising the rights and remedies that inure to their benefit hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.18), or (d) any Lender from filing proofs of claim or voting such claims or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law (it being understood that Affiliated Lenders shall remain subject to the restrictions set forth in Section 9.04(f)(v)); and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article VII and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.18, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective, or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 2.17 and without limiting any obligation of the Borrower to do so pursuant to such Sections) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Article VIII. The agreements in this Article VIII shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, the term “Lender” in this Article VIII shall include each Issuing Bank and Swingline Lender.

ARTICLE IX

Miscellaneous

SECTION 9.01 Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax or other electronic transmission, as follows:

(i) if to Holdings, the Borrower, the Administrative Agent, or Bank of Montreal, in its capacity as Issuing Bank or Swingline Lender, to the address, fax number, e-mail address or telephone number specified for such Person on Schedule 9.01; and

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(ii) if to any other Lender or Issuing Bank, to it at its address (or fax number, telephone number or e-mail address) set forth in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications . Notices and other communications to the Lenders and Issuing Banks hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall any Agent Party have any liability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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(d) Change of Address, Etc . Each of Holdings, the Borrower, the Administrative Agent, the Swingline Lender and each Issuing Bank may change its address, electronic mail address, fax or telephone number for notices and other communications or website hereunder by notice to the other parties hereto. Each other Lender may change its address, fax or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender, each Swingline Lender and each Issuing Bank agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e) Reliance by Administrative Agent, Issuing Bank and Lenders . The Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Issuing Bank, the Swingline Lender, each Lender and the Related Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent and each of the parties hereto hereby consents to such recording.

SECTION 9.02 Waivers; Amendments .

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power under this Agreement or any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.

(b) Except as provided in Section 2.20 with respect to any Revolving Commitment Increase or Incremental Term Facility Amendment or Section 2.21 with respect to any Refinancing Amendment, neither this Agreement, any Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall

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(i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby (it being understood that any change to the definition of Senior Secured Net Leverage Ratio or in the component definitions thereof shall not constitute a reduction of interest or fees), provided that only the consent of the Required Lenders shall be necessary to waive Default or Event of Default or any obligation of the Borrower to pay default interest pursuant to Section 2.13(c) or to consent to any amendment which has any such effect;

(iii) postpone the maturity of any Loan, or the date of any scheduled amortization payment of the principal amount of any Term Loan under Section 2.10 or the applicable Refinancing Amendment, or the reimbursement date with respect to any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby;

(iv) (A) change Sections 2.10(c), 2.18(b) or (c) hereof in a manner that would alter the pro rata sharing of payments required thereby, or (B) change Section 2.11(e) hereof or Section 7.03 hereof in a manner that would alter the manner in which payments or prepayments of principal, interest or other amounts shall be applied as among the Lenders or Classes or Types of Loans, in each case without the written consent of each Lender directly and adversely affected thereby;

(v) change any of the provisions of this Section without the written consent of each Lender directly and adversely affected thereby;

(vi) change the percentage set forth in the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be);

(vii) release all or substantially all the value of the Guarantees under the Guarantee Agreement (except as expressly provided for in the Guarantee Agreement) without the written consent of each Lender;

(viii) release all or substantially all the Collateral from the Liens of the Security Documents (except as expressly provided for in the Security Documents), without the written consent of each Lender; or

(ix) except with respect to any Incremental Term Facility Amendment relating to a condition precedent for an Incremental Term Loan, modify or waive the provisions of Section 4.02 without the written consent of the Required Revolving Lenders;

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provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or any Issuing Bank without the prior written consent of the Administrative Agent, such Swingline Lender or such Issuing Bank, as the case may be and (B) the exercise of rights and remedies in respect of the Collateral shall be subject to the provisions of Section 4.02 of the Collateral Agreement.

Notwithstanding anything to the contrary contained in this Section 9.02 or otherwise in this Agreement or any other Loan Document, (i) this Agreement and any other Loan Document may be amended, supplemented or otherwise modified to effect the provisions of Sections 2.20 and 2.21 with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender or Issuing Bank, (ii) this Agreement and any other Loan Document may be amended, supplemented or otherwise modified, or any provision thereof waived, with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender or Issuing Bank, if such amendment, supplement, modification or waiver is delivered in order to (A) cure ambiguities, omissions, mistakes or defects or (B) cause any Security Document to be consistent with this Agreement and the other Loan Documents, (iii) without the consent of any Lender or Issuing Bank, the Borrower and the Administrative Agent or any other collateral agent may enter into any amendment, supplement, waiver or modification of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest of the Secured Parties in any Collateral or additional property to become Collateral for the benefit of the Secured Parties or as required by local law to give effect to, or protect any security interests for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document and (iv) the Fee Letter may be amended or modified, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. The Administrative Agent shall make available to the Lenders copies of each amendment or other modification to the Loan Documents.

Notwithstanding the foregoing, only the Required Revolving Lenders shall have the ability to waive, amend, supplement or modify the covenant set forth in Section 6.10 (or the defined terms to the extent used therein but not as used in any other Section of this Agreement) or Section 7.01 (solely as it relates to Section 6.10).

(c) In connection with any proposed amendment, modification, waiver or termination (a “ Proposed Change ”) requiring the consent of all Lenders or all directly and adversely affected Lenders, if the consent of the Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Class, the consent of a Majority in Interest of the outstanding Loans and unused Commitments of such Class) to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “ Non-Consenting Lender ”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender (unless prohibited under applicable law) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (or in respect of any applicable Class of Loans or Commitments only, in the case of any proposed amendment, modification, waiver or termination requiring the consent of all directly and adversely affected Lenders) to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and, if a Revolving Commitment is being assigned, each Issuing Bank and Swingline Lender), which consent shall

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not unreasonably be withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding par principal amount of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including pursuant to Section 2.11(a)(i)) (or all such amounts in respect of any applicable Class of Loans or Commitments only, in the case of any proposed amendment, modification, waiver or termination requiring the consent of all directly and adversely affected Lenders) from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b).

(d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Revolving Commitments, Term Loans and Revolving Exposure of any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining whether all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class), a Majority in Interest of Lenders of any Class or the Required Lenders or Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 9.02); provided that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

SECTION 9.03 Expenses; Indemnity; Damage Waiver .

(a) The Borrower shall pay, if the Effective Date occurs, (i) all reasonable and documented or invoiced (in reasonable detail) out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arrangers, the Syndication Agent, the Lenders, the Swingline Lender and each Issuing Bank (including, without limitation, the reasonable and documented (in reasonable detail) fees, charges and disbursements of one counsel for all such Persons, taken as a whole, selected by the Administrative Agent and to the extent reasonably deemed necessary by the Administrative Agent, one special counsel in each appropriate specialty and one local counsel in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest (as reasonably determined by the Administrative Agent, Syndication Agent, Issuing Bank, Swingline Lender, Lenders or Lead Arrangers subject to such conflict), one additional counsel, subject to the prior written consent of the Borrower (not be unreasonably withheld), to each group of affected persons similarly situated taken as a whole), in connection with (A) the enforcement or protection of any rights or remedies in the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws) and the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and/or (B) documentary taxes associated with the credit facilities provided for herein, and (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of counsel(s) provided for in the foregoing clause (i)) in connection with the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not such amendments, modifications or waivers are approved by the Lenders).

(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank, the Swingline Lender, each Lender, the Lead Arrangers, the Syndication Agent and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitees harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including, without limitation, reasonable and

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documented or invoiced out-of-pocket fees and expenses of any one counsel for all Indemnitees taken as a whole, selected by the Administrative Agent and to the extent reasonably deemed necessary by the Administrative Agent, one special counsel in each appropriate specialty and one local counsel in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest (as reasonably determined by the Administrative Agent, Syndication Agent, Issuing Bank, Swingline Lender, Lenders or Lead Arrangers subject to such conflict), one additional counsel, with prior notice to the Borrower, to each group of affected persons similarly situated taken as a whole), incurred by or asserted against any Indemnitee by any third party or by the Borrower, Holdings or any Subsidiary arising out of any claims, actions, suits, inquiries, litigation, investigation or proceeding in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Holdings, the Borrower or any Subsidiary, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, costs or related expenses (x) resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) arising from a material breach of the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (z) arising from claims, actions, suits, inquiries, litigation, investigation or proceeding between or among Indemnitees that do not involve an act or omission by Holdings, the Borrower or any Subsidiary ( provided that the Administrative Agent, the Lead Arrangers, Swingline Lender and/or Issuing Bank shall be indemnified in their capacities as such notwithstanding this clause (z)). For the avoidance of doubt, this paragraph (b) shall not apply with respect to Taxes that are imposed with respect to any payments of any obligation of any Loan Party under any Loan Document, which shall be governed solely by Section 2.17, or with respect to Other Taxes, which are the subject of, and which shall be governed by, Section 2.17.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender (or, in the case of a payment to an Issuing Bank or the Swingline Lender, each Revolving Lender) severally agrees to pay to the Administrative Agent or such Issuing Bank or Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank or Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans and Incremental Term Loans and unused Commitments at such time (or, in the case of a payment to an Issuing Bank or Swingline Lender, its share of the aggregate Revolving Exposures only). The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)).

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(d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. In addition, no Loan Party shall be liable to an Indemnitee for any indirect, special, consequential or punitive damages except any such damages incurred or paid by an Indemnitee to a third party.

(e) All amounts due under this Section shall be payable not later than ten (10) Business Days after written demand therefor; provided , however , that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 9.03.

SECTION 9.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), (ii) no assignment shall be made to any Disqualified Lender, any Defaulting Lender or any of its Subsidiaries, or any Persons who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii) and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section), the Indemnitees and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. For the avoidance of doubt, the Administrative Agent shall have no obligation with respect to, and shall bear no responsibility or liability for, the monitoring or enforcing of the list of Persons who are Disqualified Lenders (or any provisions relating thereto) at any time.

(b) Subject to the conditions set forth in paragraphs (b)(ii) and (f) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent (except with respect to assignments to Disqualified Lenders) not to be unreasonably withheld or delayed) of (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment (x) by a Term Lender (I) to any Lender or an Affiliate of any Lender or to an Approved Fund or (II) if an Event of Default or a

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Default under Section 7.01(a), (b), (h), or (i) has occurred and is continuing or (y) by a Revolving Lender (I) to any other Revolving Lender or an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender or (II) if an Event of Default or a Default under Section 7.01(a), (b), (h), or (i) has occurred and is continuing, (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (x) by a Term Lender to any Lender or an Affiliate of any Lender or to an Approved Fund or (y) by a Revolving Lender to any other Revolving Lender or an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender and (C) solely in the case of Revolving Loans and Revolving Commitments, each Issuing Bank and Swingline Lender; provided that, for the avoidance of doubt, no consent of any Issuing Bank or Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or Term Commitment. Notwithstanding anything in this Section 9.04 to the contrary, if the Borrower has not given the Administrative Agent written notice of its objection to such assignment within ten (10) Business Days after written notice to the Borrower requesting such consent, the Borrower shall be deemed to have consented to such assignment.

(i) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $1,000,000 in the case of assignments of Term Loans and (y) $1,000,000 in the case of assignments of Revolving Loans or Revolving Commitments (and, in each case, integral multiples thereof), unless the Borrower and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h), or (i) has occurred and is continuing, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together (unless waived by the Administrative Agent) with a processing and recordation fee of $3,500; provided that the Administrative Agent, in its sole discretion, may elect to waive such processing and recordation fee; provided further that assignments made pursuant to Section 2.19(b) or Section 9.02(c) shall not require the signature of the assigning Lender to become effective, (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Borrower any Tax forms required by Section 2.17(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws and (E) unless the Borrower otherwise consents, no assignment of all or any portion of the Revolving Commitment of a Lender that is also an Issuing Bank or Swingline Lender may be made unless (1) the assignee shall be or become an Issuing Bank or Swingline Lender, as applicable, and assume a ratable portion of the rights and obligations of such assignor in its capacity as Issuing Bank or Swingline Lender, or (2) the assignor agrees, in its discretion, to retain all of its rights with respect to and obligations to make or issue Letters of Credit or Swingline Loans, as applicable, hereunder in which case the Applicable Fronting Exposure of such assignor may exceed such assignor’s Revolving Commitment for purposes of Sections 2.04(a) and 2.05(b) by an amount not to exceed the difference between the assignor’s Revolving Commitment prior to such assignment and the assignor’s Revolving Commitment following such assignment; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing.

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(ii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c)(i) of this Section.

(iii) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal and interest amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower, the Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(iv) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any Tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (v) and paragraph (iv) above.

(v) The words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.

(c)

(i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Banks, sell participations to one or more banks or other Persons (other than a natural person, a Defaulting Lender, Holdings, the Borrower, any of Holding’s Subsidiaries or, to the extent the Disqualified Lender list is made available to all Lenders, a Disqualified Lender) (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement

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(including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and any other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that directly and adversely affects such Participant. Subject to paragraph (c)(iii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the obligations and limitations of such Sections, including such Participant’s compliance with Section 2.17(f)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Each Lender shall provide a current and correct copy of its Participant Register available for review by the Borrower promptly upon request of the Borrower.

(iii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or Section 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.

(d) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other “central” bank, and this Section shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its

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Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(f) No Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement to any Affiliated Lender nor may any Affiliated Lender constitute an Additional Term Lender hereunder, except subject to, and in accordance with, the following limitations:

(i) Such Affiliated Lender may not be Holdings, the Borrower or any of their respective Subsidiaries;

(ii) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in meetings or conference calls attended solely by the Lenders and the Administrative Agent, other than the right to receive notices or Borrowings, notices or prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II;

(iii) for purposes of any amendment, waiver or modification of any Loan Document (including such modifications pursuant to Section 9.02), except for any amendment, waiver or modification that (x) requires the consent of each affected Lender or (y) requires the consent of each Lender and disproportionately adversely affects such Affiliated Lender in any material respect as compared to other Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as Lenders that are not Affiliated Lenders voting on such matter;

(iv) for purposes of voting on any chapter 11 plan under the Bankruptcy Code (or similar plans under other Debtor Relief Laws), Affiliated Lenders will be deemed to have voted in the same proportion as Lenders that are not Affiliated Lenders voting on such matter;

(v) Affiliated Lenders may not purchase Revolving Loans by assignment pursuant to this Section 9.04;

(vi) each Affiliated Lender that purchases any Loans pursuant to this clause (f) shall represent and warrant to the seller that it does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information);

(vii) the aggregate principal amount of any Class of Loans purchased by assignment pursuant to this Section 9.04 and held at any one time by Affiliated Lenders may not exceed 25% of the original principal amount of all Loans of such Class at such time outstanding; and

(viii) any Affiliated Lender that becomes a Lender shall waive its rights to bring actions (in its capacity as a Lender) against the Administrative Agent and the Collateral Agent, excluding any such action or claim in respect of bad faith, gross negligence, willful misconduct or any material breach of the Loan Documents.

The provisions of the foregoing Section 9.04(f) shall not apply to any Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making,

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purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the Sponsor or the Co-Investor, as applicable, does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity (each such entity, a “ Debt Fund Affiliate ”); provided that the Loans and Commitments of Debt Fund Affiliates in excess of 49.9% of the aggregate Loans and Commitments shall be disregarded for the purposes of any amendment, modification or waiver of the Loan Documents requiring the consent of the Required Lenders.

(g) The Borrower or its Subsidiaries may purchase from any Lender, at individually negotiated prices, and such Lender may assign to such Borrower or its Subsidiaries, outstanding principal amounts of Term Loans on a non-pro rata basis; provided that (i) any such repurchased Term Loans shall be immediately cancelled, (ii) no Default or Event of Default exists or would result therefrom, and (iii) no proceeds of the Revolving Loans may be used to fund such purchases.

SECTION 9.05 Survival . All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby (except as stated herein), the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, in the event that, in connection with the refinancing or repayment in full of the credit facilities provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the Revolving Lenders from their obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result of the obligations of the Borrower (and any other account party) in respect of such Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank or being supported by a letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents, and the Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under Section 2.05(e) or (f).

SECTION 9.06 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the syndication of the Loans and Commitments constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a

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signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 9.07, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Swingline Lender or an Issuing Bank, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

SECTION 9.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, the Administrative Agent, each Lender, each Issuing Bank, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations in whatever currency at any time owing by the Administrative Agent, such Lender, any such Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower then due and owing under this Agreement held by the Administrative Agent, such Lender, the Swingline Lender or Issuing Bank, irrespective of whether or not the Administrative Agent, such Lender or Issuing Bank shall have made any demand under this Agreement and although (i) such obligations may be contingent or unmatured and (ii) such obligations are owed to a branch or office of the Administrative Agent, such Lender, the Swingline Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Administrative Agent, the applicable Lender, the Swingline Lender and applicable Issuing Bank shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of the Administrative Agent, each Lender, each Issuing Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, such Issuing Bank, the Swingline Lender and their respective Affiliates may have.

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby

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irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to any Loan Document against Holdings or the Borrower or their respective properties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Confidentiality .

(a) Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to (x) use all Information (as defined below) solely for the purposes of evaluating the performance of the Borrower and enforcing the rights, remedies and obligations hereunder and under the other Loan Documents, and (y) maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees and agents, including accountants, legal counsel and other agents and advisors for the purposes of effectuating the transactions contemplated by the Loan Documents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and any failure of such Persons acting on behalf of the Administrative Agent, any Issuing Bank or the relevant Lender to comply with this Section 9.12 shall constitute a breach of this Section 9.12 by the Administrative Agent, such Issuing Bank or the relevant Lender, as applicable), (ii) to the extent requested by any regulatory authority or self-regulatory authority, required by applicable law or by any subpoena or similar legal process; provided that solely to the extent permitted by law and other than in connection with routine audits and reviews by regulatory and self-

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regulatory authorities, each Lender and the Administrative Agent shall notify the Borrower as promptly as practicable of any such requested or required disclosure in connection with any legal or regulatory proceeding; provided further that in no event shall any Lender or the Administrative Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary of Holdings, (iii) to any other party to this Agreement, (iv) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any Loan Document or the enforcement of rights hereunder or thereunder, (v) subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (in any Event, excluding any Disqualified Lender), (B) any actual or prospective counterparty (or its advisors) to any Swap Agreement or derivative transaction relating to any Loan Party or its Subsidiaries and its obligations under the Loan Documents (in any Event, excluding any Disqualified Lender) or (C) any pledgee referred to in Section 9.04(d) (provided that such pledgee is bound by similar obligations of confidentiality), (vi) if required by any rating agency; provided that prior to any such disclosure, such rating agency shall have agreed in writing to maintain the confidentiality of such Information or (vii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Holdings, the Borrower or any Subsidiary. For the purposes hereof, “ Information ” means all information received from Holdings, the Borrower, or any Subsidiary relating to Holdings, the Borrower, any other Subsidiary or their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings, the Borrower or any Subsidiary; it being understood that all information received from Holdings, the Borrower or any Subsidiary after the date hereof shall be deemed confidential unless such information is clearly identified at the time of delivery as not being confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS, THE BORROWER,ANY OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT, WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

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SECTION 9.13 USA Patriot Act . Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA Patriot Act.

SECTION 9.14 Judgment Currency .

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Borrower in respect of any sum due to any party hereto or any holder of any obligation owing hereunder (the “ Applicable Creditor ”) shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than the currency in which such sum is stated to be due hereunder (the “ Agreement Currency ”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrower under this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 9.15 Release of Liens and Guarantees .

(a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party); provided that no such release shall occur if such Loan Party continues to be a guarantor in respect of the any Credit Agreement Refinancing Indebtedness. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement) as to which arrangements reasonably satisfactory to the applicable Secured Party (as defined in the Collateral Agreement) have been made) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement, or as a result of such Letters of Credit being backstopped or cash collateralized), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at

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such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

(b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to subordinate its Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iii), (iv), (vii), (xi), (xii) or (xiii).

(c) Each of the Lenders and the Issuing Bank irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Document and this Section 9.15.

SECTION 9.16 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders, the Lead Arranger, the Syndication Agent and the Documentation Agent are arm’s-length commercial transactions between the Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Lenders, the Lead Arranger, the Syndication Agent and the Documentation Agent, on the other hand, (B) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Lenders, the Lead Arranger, Syndication Agent and the Documentation Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings, any of their respective Affiliates or any other Person and (B) none of the Administrative Agent, the Lenders, the Lead Arranger, the Syndication Agent or the Documentation Agent has any obligation to the Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders, the Lead Arranger, the Syndication Agent and the Documentation Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings and their respective Affiliates, and none of the Administrative Agent, the Lenders, the Lead Arranger and the Syndication Agent has any obligation to disclose any of such interests to the Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders, the Lead Arranger, the Syndication Agent or the Documentation Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.17 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “ Maximum Rate ”). If the Administrative Agent, any Issuing Bank or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted

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for, charged or received by the Administrative Agent, any Issuing Bank or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the obligations hereunder.

[Remainder of Page Intentionally Blank]

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

	AF SOLUTIONS HOLDINGS LLC, as Holdings


	By:	/s/ Stephen S. Trevor
		Stephen S. Trevor
		Chief Executive Officer


	AGROFRESH INC., as Borrower


	By:	/s/ Thomas D. Macphee
		Thomas D. Macphee
		Chief Executive Officer

[Signature Page to Credit Agreement]

	BANK OF MONTREAL, as Administrative Agent


	By:	/s/ Thomas Hasenauer
		Name: Thomas Hasenauer
		Title: Vice President

[Signature Page to Credit Agreement]

	BMO HARRIS BANK, N.A, as a Revolving Lender


	By:	/s/ Thomas Hasenauer
		Name: Thomas Hasenauer
		Title: Vice President


	BMO HARRIS BANK, N.A, as the Swingline Lender


	By:	/s/ Thomas Hasenauer
		Name: Thomas Hasenauer
		Title: Vice President

	BMO HARRIS BANK, N.A, as an Issuing Bank


	By:	/s/ Thomas Hasenauer
		Name: Thomas Hasenauer
		Title: Vice President

[Signature Page to Credit Agreement]

	CREDIT SUISSE AG, as a Revolving Lender


	By:	/s/ Christopher Day
		Name: Christopher Day
		Title: Authorized Signatory


	By:	/s/ Karim Rahimtoola
		Name: Karim Rahimtoola
		Title: Authorized Signatory


	SUMITOMO MITSUI BANKING CORPORATION, as a Lender


	By:	/s/ Karim Rahimtoola
		Name: Karim Rahimtoola
		Title: Authorized Signatory

[Signature Page to Credit Agreement]

	SUMITOMO MITSUI BANKING CORPORATION


	By:	/s/ David W. Kee
		Name: David W. Kee
		Title: Managing Director

[Signature Page to Credit Agreement]

Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this “ Agreement ”) is made as of July 31, 2015 by and among Boulevard Acquisition Corp., a Delaware corporation (the “ Company ”), Rohm and Haas Company, a Delaware corporation (“ROH”), The Dow Chemical Company, a Delaware corporation (“ TDCC ”) and the other undersigned parties listed on the signature page hereto (the “ Founding Holders ”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Purchase Agreement (as hereinafter defined).

RECITALS

WHEREAS, the Company and TDCC are parties to that certain Stock Purchase Agreement, dated as of April 30, 2015 (as amended, modified, supplemented or waived from time to time, the “ Purchase Agreement ”) pursuant to which the Company will, among other things, purchase the AF Interests (the “ Stock Purchase Transactions ”);

WHEREAS, the Founding Holders own shares of Common Stock and warrants exercisable for shares of Common Stock and are agreeing to the covenants herein as a condition to the obligation of TDCC to consummate the Stock Purchase Transactions;

WHEREAS, ROH, as TDCC’s designated affiliate, is acquiring shares of Common Stock in connection with the Stock Purchase Transactions;

WHEREAS, TDCC, the Company and Avenue Special Opportunities Fund II, L.P. (“ Sponsor Affiliate ”) are parties to that certain Standby Agreement, dated as of April 30, 2015 (as amended, modified, supplemented or waived from time to time, the “ Standby Agreement ”) pursuant to which TDCC and Sponsor Affiliate committed to purchase up to an aggregate amount of 5,000,000 shares of Common Stock, subject to the terms and conditions set forth therein; and

WHEREAS, the Company’s execution and delivery of this Agreement is a condition to TDCC’s obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

AGREEMENT

1. Definitions . The following terms shall have the following meanings for purposes of this Agreement:

“ Adverse Disclosure ” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made)

not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“ Agreement ” has the meaning set forth in the preamble.

“ Annual Financial Statements ” has the meaning set forth in Section 12(a) .

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day of the year other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are authorized or required to be closed for business.

“ Charter ” means the certificate of incorporation of the Company, as amended.

“ Common Stock ” means the common stock, par value $0.0001 per share, of the Company.

“ Company ” has the meaning set forth in the preamble.

“ Company Auditors ” has the meaning set forth in Section 12(c)(i) .

“ Company Remediation Period ” has the meaning set forth in Section 13(b) .

“ Consolidation Notice ” has the meaning set forth in Section 13(b) .

“ Consolidation Risk ” has the meaning set forth in Section 13(b) .

“ Demand Registrations ” has the meaning set forth in Section 2(a) .

“ Demanding Holder ” has the meaning set forth in Section 2(a) .

“ Dow Registrable Securities ” means (i) any shares of Common Stock originally issued to ROH or TDCC pursuant to the Stock Purchase Transactions and the transactions contemplated by the Standby Agreement, (ii) any warrants that are acquired by ROH pursuant to the Warrant Purchase Agreement, (iii) any Common Stock issued or issuable with respect to the securities referred to in clauses (i) or (ii) by way of a stock dividend or stock split or stock conversion or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and (iv) any other Common Stock or other equity security of the Company (including shares of Non-Voting Common Stock and the shares of Common Stock issued or issuable upon the exercise of any other equity securities of the Company) acquired by TDCC or its Subsidiaries.

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

“ Expiration Date ” means the first date that the TDCC Ownership Percentage is less than ten percent (10%).

“ Filing Requirement ” has the meaning set forth in Section 11(f) .

“ Form S-1 ” has the meaning set forth in Section 2(a) .

“ Form S-3 ” has the meaning set forth in Section 4 .

“ Founder Registrable Securities ” means the 5,512,500 shares of Common Stock held as the date hereof by the Founding Holders and any shares issued to Sponsor Affiliate pursuant to the consummation of the transactions contemplated by the Standby Agreement.

“ Founding Holders ” has the meaning set forth in the preamble.

“ GAAP ” means United States generally accepted accounting principles as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement.

“ Governmental Authority ” means any supra-national, federal, state, local or foreign government or other political subdivision thereof or any entity, body, authority, agency, commission, court, tribunal or judicial body exercising executive, legislative, judicial, regulatory or administrative law functions, including quasi-governmental entities established to perform such functions.

“ Holder ” means each signatory to this Agreement that is a holder of Registrable Securities (other than the Company) and any Person that acquires Registrable Securities from a signatory to this Agreement.

“ Law ” means any law, statute, regulation, ordinance, rule, code, order, decree, requirement or rule of law (including common law) enacted, promulgated or imposed by any Governmental Authority.

“ Maximum Number of Securities ” has the meaning set forth in Section 2(d) .

“ Misstatement ” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“ NASDAQ ” means The NASDAQ Capital Market.

“ Non-Dow Registrable Securities ” means any Registrable Security that is held by a Holder other than TDCC or its Subsidiaries.

“ Non-Voting Common Stock ” means the non-voting common stock, par value $0.0001 per share, of the Company.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Piggyback Registration ” has the meaning set forth in Section 3(a) .

“ Private Placement Warrants ” means the 6,160,000 warrants held as the date hereof by the Founding Holders.

“ Pro Rata ” has the meaning set forth in Section 2(d) .

“ Prospectus ” means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“ Purchase Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Registrable Securities ” mean (a) the Founder Registrable Securities, (b) the Dow Registrable Securities (c) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (d) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement and (e) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided , however , that, as to any particular Registrable Security, such security shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such security shall have become effective under the Securities Act and such security shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such security shall have been otherwise transferred, a new certificate for such security not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such security shall not require registration under the Securities Act; (C) such security shall have ceased to be outstanding; or (D) such security have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“ Registration ” means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“ Registration Expenses ” means the out-of-pocket expenses of a Registration, including (A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and any securities exchange on which Common Stock is then listed; (B) fees and out-of-pocket expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); (C) printing, messenger, telephone and delivery expenses; (D) reasonable fees and disbursements of counsel for the Company; (E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and (F) reasonable fees and out-of-pocket expenses of one (1) legal counsel selected by the majority-in-

interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.

“ Registration Statement ” means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“ Requesting Holder ” has the meaning set forth in Section 2(a) .

“ Required Holder Financial Information ” has the meaning set forth in Section 11(a) .

“ Required TDCC Financial Information ” has the meaning set forth in Section 12(a) .

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time.

“ Sponsor Affiliate ” has the meaning set forth in the recitals to this Agreement.

“ Standby Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Stock Purchase Transactions ” has the meaning set forth in the recitals to this Agreement.

“ Sub Board ” has the meaning set forth in Section 11(d) .

“ Sub Board Representative ” has the meaning set forth in Section 11(d) .

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.

“ TDCC ” has the meaning set forth in the preamble.

“ TDCC Ownership Percentage ” means, as of any date of determination, a fraction (expressed as a percentage), (i) the numerator of which is the total number of outstanding shares

of Common Stock and Non-Voting Common Stock owned, directly or indirectly, by TDCC and its Subsidiaries as of such date of determination, and (ii) the denominator of which is the aggregate outstanding shares of Common Stock and Non-Voting Common Stock as of such date of determination.

“ TDCC Public Filings ” has the meaning set forth in Section 12(b) .

“ Underwriter ” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“ Underwritten Registration ” or “ Underwritten Offering ” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“ Warrant Purchase Agreement ” means that certain warrant purchase agreement dated as of the date hereof, by and among TDCC, ROH, Boulevard Acquisition Corp. LLC and Boulevard Acquisition Sponsor, LLC.

2. Demand Registration .

(a) Request for Registration . Subject to the provisions of Section 2(d) and Section 5 , at any time and from time to time, (x) one or more of the Holders of Dow Registrable Securities or (y) one or more of the Holders of Non-Dow Registrable Securities (the “ Demanding Holders ”) may make a written demand for Registration of all or a portion of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “ Demand Registration ”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “ Requesting Holder ”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant such the Demand Registration. Under no circumstances shall the Company be obligated to (i) effect any Registration pursuant to a Demand Registration for which the aggregate price to the public of the Registrable Securities requested to be registered by the Demanding Holders is less than $10,000,000 or (ii) effect (A) more than an aggregate of eight (8) Registrations pursuant to a Demand Registration on behalf of the Holders of the Dow Registrable Securities or (B) more than

an aggregate of three (3) Registrations pursuant to a Demand Registration on behalf of the Holders of the Founder Registrable Securities pursuant to a Demand Registration under this Section 2(a) with respect to any or all Registrable Securities; provided , however , that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“ Form S-1 ”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold in accordance with Section 6 .

(b) Effective Registration. Notwithstanding the provisions of Section 2(a) or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (x) the Registration Statement filed with the SEC with respect to a Registration pursuant to a Demand Registration has been declared effective by the SEC and (y) the Company has complied with all of its obligations under this Agreement with respect thereto; provided , further , that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the SEC or any other Governmental Authority, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided , further , that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

(c) Underwritten Offering . Subject to the provisions of Section 2(d) and Section 5 , if a majority-in-interest of the Demanding Holders so advise the Company in their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(c) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

(d) Reduction of Underwritten Offering . If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and Common

Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “ Maximum Number of Securities ”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the number of Registrable Securities that such Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that such Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “ Pro Rata ”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) , the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 3(a) , without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii) , Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) , (ii) and (iii) , Common Stock or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities.

(e) Demand Registration Withdrawal . If the managing Underwriter of any Underwritten Offering advises the Demanding Party that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to the Demanding Holder, then the Demanding Holder shall have the right to notify the Company that it has determined that the Registration Statement be abandoned or withdrawn with respect to its Registrable Securities, in which event the Company shall abandon or withdraw such Registration Statement and notify all other Holders participating in such Demand Registration. In such event, such withdrawn Registration shall not be counted as a Demand Registration effected under Section 2(a) . Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this Section 2(e) .

(f) Selection of Underwriters . The Demanding Holders requesting a Demand Registration shall be entitled to select the Underwriters and their counsel to manage such Demand Registration.

3. Piggyback Registration .

(a) Piggyback Rights . If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or

securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including pursuant to Section 2 ), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “ Piggyback Registration ”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 3(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3(a) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

(b) Reduction of Piggyback Registration . If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Stock that the Company desires to sell, taken together with (i) Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 3 , and (iii) Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(i) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 3(a) , Pro Rata, that

can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(ii) If the Registration is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 3(a), Pro Rata, that can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons, which can be sold without exceeding the Maximum Number of Securities.

(c) Piggyback Registration Withdrawal . Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3(c) .

(d) Unlimited Piggyback Registration Rights . For purposes of clarity, any Registration effected pursuant to Section 3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2 .

(e) Selection of Underwriters . If any Piggyback Registration is an Underwritten Offering, the Company will have the right to select the Underwriters and to manage such offering.

4. Registrations on Form S-3 . The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the SEC), register the resale of any or all of their Registrable Securities on Form S-3 (“ Form S-3 ”); provided , however , that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided , however , that the Company shall not be obligated to effect any such Registration pursuant to this Section 4 if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000.

5. Restrictions on Registration Rights . If (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration, the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to Section 2(a) and it continues to actively employ, in good faith, its reasonable best efforts to cause the applicable Registration Statement to become effective (to the extent not yet effective); (b) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided ,

however , that the Company shall not defer its obligation in this manner more than once in any 12-month period.

6. General Procedures . If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

(c) prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

(d) prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would

be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

(g) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(h) at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

(i) notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 9 ;

(j) permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided , however , that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

(k) obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement

agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;

(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

(n) make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(o) if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable best efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

(p) otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

7. Registration Expenses . The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable out-of-pocket fees and expenses of any legal counsel representing the Holders.

8. Requirements for Participation in Underwritten Offerings . No Person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

9. Suspension of Sales; Adverse Disclosure . Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing

by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders in writing of the expiration of any period during which it exercised its rights under this Section 9.

10. Reporting Obligations . As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

11. Covenants .

(a) Financial Statements and Other Information . The Company shall deliver to each Holder of Dow Registrable Securities:

(i) as soon as available but in any event within thirty (30) days after the end of each monthly accounting period in each fiscal year, unaudited consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and unaudited consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such monthly period, which shall also set forth in each case (unless expressly waived by TDCC) comparisons to the Company’s annual budget and to the corresponding period in the preceding fiscal year, all prepared in the English language, with figures expressed in United States Dollars and in accordance with GAAP, consistently applied;

(ii) within forty-five (45) days after the end of each quarterly accounting period in each fiscal year, unaudited consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarter, and unaudited consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such quarterly period, which shall also set forth in each case (unless expressly waived by TDCC) comparisons to the Company’s annual budget and to the corresponding period in the preceding fiscal year, and all such items shall be prepared in the English language, with figures expressed in United States Dollars and in accordance with GAAP, consistently applied and shall be certified by a senior executive officer of the Company;

(iii) for so long as the provisions of Section 12 are applicable, within forty-five (45) days after the end of each fiscal year, consolidating and consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal year, which shall also set forth in each case (unless expressly waived by TDCC) comparisons to the Company’s annual budget and to the preceding fiscal year, all prepared in the English language, with figures expressed in United States Dollars and in accordance with GAAP, consistently applied, and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and accompanied by (A) with respect to the consolidated portions of such statements, an opinion containing no material exceptions or qualifications (except for qualifications regarding specified contingent liabilities) of an independent accounting firm of recognized national standing and (B) when applicable, a copy of such firm’s annual management letter to the Board;

(iv) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company’s or its Subsidiaries’ operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder);

(v) not later than forty-five (45) days after the beginning of each fiscal year, an annual budget prepared on a monthly basis for the Company and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows and balance sheets), and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual or other budgets; and

(vi) with reasonable promptness, such other information and financial data concerning the Company and its Subsidiaries as any Holder entitled to receive information under this Section 11(a) may reasonably request by written inquiry or otherwise, in order to prepare financial or other reports required by applicable Law or as otherwise required in connection with the operation of the business of such Holder or its Subsidiaries.

Each of the financial statements referred to in subparagraphs (i) , (ii) and (iii) above shall be true and correct in all material respects as of the dates and for the periods stated therein, subject in the case of the unaudited financial statements to changes resulting from normal year-end adjustments for recurring accruals (none of which would, alone or in the aggregate, be materially adverse to the business, condition (financial or otherwise), operating results, assets, liabilities, operations, business prospects or customer, supplier or employee relations of the Company and its Subsidiaries taken as a whole).

If the Company reasonably determines that it is unable to timely deliver to the Holder of the Dow Registrable Securities any portion of the information required to be delivered by it pursuant to this Section 11(a) (such information, the “ Required Holder Financial Information ”), then, at the request of the Company, the Holder of the Dow Registrable Securities and the Company shall cooperate in good faith to agree to mutually acceptable extensions of the deadlines for the delivery of such portion of the Required Holder Financial Information that the Company shall have reasonably determined it is unable to timely deliver. Notwithstanding the foregoing, the Holder of the Dow Registrable Securities shall have no obligation to agree to any such extension that would materially adversely affect the ability of such Holder, TDCC or any Subsidiary of TDCC to timely make any filing required by applicable Law.

(b) Inspection Rights . The Company shall permit any representatives designated by any Holder of Dow Registrable Securities, upon reasonable notice and during normal business hours to (i) visit and inspect any of the properties of the Company and its Subsidiaries, (ii) examine the corporate and financial records of the Company and its Subsidiaries and make copies thereof or extracts therefrom and (iii) discuss the affairs, finances and accounts of any such corporations with the directors, officers, key employees and independent accountants of the Company and its Subsidiaries. The presentation of an executed copy of this Agreement by any such Holder to the Company’s independent accountants shall constitute the Company’s permission to its independent accountants to participate in discussions with such Persons.

(c) TDCC Common Stock Ownership . The Company shall not, without the prior written consent of TDCC, directly or indirectly, take any action that would result in the TDCC Ownership Percentage exceeding forty-five percent (45%).

(d) Subsidiary Boards . Subject to applicable Law, from the date of this Agreement until the Expiration Date, at the request of ROH, the Company shall take all necessary action to cause the Preferred Director (or any person designated by the Preferred Director) to be elected to the board of directors (or similar governing body) of

each Subsidiary of the Company (each, a “ Sub Board ”). The Preferred Director (or its designee, if applicable) shall be entitled to fees, other compensation and reimbursement of expenses paid to Sub Board members who are not employees of the Company or its Subsidiaries.

(e) Board Committees . Subject to applicable Law (including applicable Tax regulations) and applicable stock exchange rules, from the date of this Agreement until the earlier of (i) the Expiration Date and (ii) the death, resignation, removal or disqualification of the applicable director nominated to the Board pursuant to Section 5.17(f) of the Purchase Agreement, the Company shall take all necessary action to cause each director nominated to the Board pursuant to Section 5.17(f) of the Purchase Agreement to be appointed to each committee of the Board that does not have the Preferred Director as a member.

(f) Competition Law Compliance . ROH agrees to reasonably cooperate with the Company from and after the Closing in connection with making any filings and seeking all waivers, expirations or terminations of waiting periods, clearances, Consents or orders in each case that are required to be made or obtained by the Company or its Affiliates pursuant to any Competition Law by any Governmental Authority that, by the terms of such Competition Law, require the participation of ROH in connection with such waiver, expiration or termination of a waiting period, clearance, Consent or order (any such requirement or action, a “ Filing Requirement ”); provided , however , that such reasonable cooperation shall not be deemed to include any requirement that ROH or any of its Affiliates incur out-of-pocket expenses (other than as may be directly required pursuant to the terms of the applicable Filing Requirement, such as filing fees), commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party (including any Governmental Authority). ROH shall have the right to elect, by written notice to the Company, to convert all or any portion of its Common Stock into shares of Non-Voting Common Stock, the terms of which shall be identical in all respects to the Common Stock except that, only for so long as such Equity Interests are held by TDCC or its Subsidiaries, such Equity Interests shall have no right to vote on any matter on which holders of Common Stock are entitled to vote under the Charter. Upon written notice from TDCC pursuant to the immediately preceding sentence, the Company shall convert such Common Stock as contemplated pursuant to this Section 11(f) .

12. Special Financial Procedures, Controls, Reports and Related Matters .

(a) Financial Information .

(i) In addition to the reports and financial statements required to be delivered by the Company pursuant to this Agreement, the Company will, and will cause each of its Subsidiaries to, maintain disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15, and the Company will, and will cause each of its officers to, make such

disclosures and certifications as are required by the Exchange Act with respect thereto.

(ii) The Company will, and will cause each of its Subsidiaries to, maintain a fiscal year that commences and ends on the same calendar days as TDCC’s fiscal year commences and ends, and to maintain monthly and quarterly accounting periods that commence and end on the same calendar days as TDCC’s monthly and quarterly accounting periods commence and end;

(iii) While the provisions of this Section 12 are applicable, no later than five (5) Business Days after the end of each of the Company’s monthly accounting periods following the date hereof, the Company will deliver to TDCC such financial information for such period as is reasonably necessary such that TDCC may report its equity in earnings from the Company and its Subsidiaries for such period and such other financial information that TDCC may reasonably request in connection with its preparation of financial statements and notes to financial statements for such period;

(iv) Notwithstanding any time periods to the contrary in Section 11(a) , while the provisions of this Section 12 are applicable, no later than five (5) Business Days after the end of each of the Company’s fiscal quarters following the date hereof, the Company will deliver to TDCC such financial information for such period as is reasonably necessary such that TDCC may report its equity in earnings from the Company and its Subsidiaries for such period and such other financial information that TDCC may reasonably request in connection with its preparation of financial statements and notes to financial statements for such period. In any event no later than fourteen (14) days after the end of each of the Company’s fiscal quarters, the Company will deliver to TDCC drafts of the following (which may be preliminary):

A. (1) the consolidated financial statements of the Company and its Subsidiaries (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP and (2) attestations of the Company’s principal executive and financial officers in substantially the forms required under SEC rules for periodic reports and in form and substance

reasonably satisfactory to TDCC relating to such financial statements; and

B. a discussion and analysis by the Company’s management of the Company’s and its Subsidiaries’ financial condition and results of operations for such fiscal period, including an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) and 305 of Regulation S-K.

A draft of the Company’s report on Form 10-Q containing the information described in (A) and (B) above for such quarter that is delivered when required by this Section 12(a)(iv) shall be deemed to satisfy the requirements of this Section 12(a)(iv) . No later than twenty-one (21) days after the end of each of the Company’s fiscal quarters, the Company will deliver to TDCC the final form of its quarterly report on Form 10-Q and certifications thereof by the Company’s principal executive and financial officers in substantially the forms required under SEC rules for periodic reports and in form and substance reasonably satisfactory to TDCC. Notwithstanding anything to the contrary in this Section 12(a)(iv) , the Company will use its reasonable best efforts to file its quarterly report on Form 10-Q with the SEC on the same date that TDCC files TDCC’s quarterly financial statements with the SEC unless otherwise required by applicable Law or as otherwise reasonably agreed between the parties after due consideration to, among other things, the securities Laws implications of filing on different dates.

(v) Notwithstanding any time periods to the contrary in Section 11(a) , while the provisions of this Section 12 are applicable, no later than fourteen (14) days after the end of the Company’s fiscal year, the Company will deliver to TDCC the following (which may be preliminary):

A. (1) any financial and other information and data with respect to the Company and its Subsidiaries and their business, properties, financial position, results of operations and prospects as is reasonably requested by TDCC in connection with the preparation of TDCC’s financial statements and annual report on Form 10-K and (2) a discussion and analysis by the Company’s management of the Company and its Subsidiaries’ financial condition and results of operations for such year, including an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Items 303(a) and 305 of Regulation S-K; and

B. (1) drafts of the consolidated financial statements of the Company and its Subsidiaries (and notes thereto) for such year, setting forth in each case in comparative form the consolidated figures (and notes thereto) for the previous fiscal years and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP and (2) attestations of the Company’s principal executive and financial officers in substantially the forms required under SEC rules for periodic reports and in form and substance reasonably satisfactory to TDCC relating to such financial statements.

The information described in (A) and (B) above is referred to in this Agreement as the “ Annual Financial Statements ” and a draft of the Company’s report on Form 10-K containing the information described in (A) and (B) above for such annual period that is delivered when required by this Section 12(a)(v) shall be deemed to satisfy the requirements of this Section 12(a)(v) . The Company will deliver to TDCC all revisions to such drafts as soon as any such revisions are prepared or made. No later than thirty (30) days after the end of the Company’s fiscal year, the Company will deliver to TDCC the final form of its annual report on Form 10-K and certifications thereof by the Company’s principal executive and financial officers in substantially the forms required under SEC rules for periodic reports and in form and substance reasonably satisfactory to TDCC, accompanied by an opinion on the annual financial statements included therein by the Company’s independent certified public accountants. Notwithstanding anything to the contrary in this Section 12(a)(v) , the Company will use its reasonable best efforts to file its Annual Financial Statements with the SEC on the same date that TDCC files TDCC’s Annual Financial Statements with the SEC unless otherwise required by applicable Law or as otherwise reasonably agreed between the parties after due consideration to, among other things, the securities Law implications of filing on different dates.

(vi) With reasonable promptness, the Company and its Subsidiaries will deliver to TDCC such additional audited and unaudited financial statements, financial and other information and data with respect to the Company and its Subsidiaries and their business, properties, financial positions, results of operations and prospects as from time to time may be reasonably requested by TDCC, including such financial information and comfort letters as may be requested or required in connection with the sale or registration of securities by TDCC, ROH or any of their Affiliates.

If the Company reasonably determines that it is unable to timely deliver to TDCC any portion of the information required to be delivered by it pursuant to Section 12(a) , Section 12(b) or Section 12(c) (such information, the “ Required TDCC Financial Information ”), then, at the request of the Company, TDCC and the Company shall cooperate in good faith to agree to mutually acceptable extensions of the deadlines for the delivery of such portion of the Required TDCC Financial Information that the Company shall have reasonably determined it is unable to timely deliver.

Notwithstanding the foregoing, TDCC shall have no obligation to agree to any such extension that would materially adversely affect the ability of TDCC or any Subsidiary of TDCC to timely make any filing required by applicable Law.

(b) Cooperation on TDCC Filings .

(i) The Company will cooperate fully, and cause its auditors and other Representatives to cooperate fully, with TDCC to the extent requested by TDCC in the preparation of TDCC’s public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual Reports to Stockholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by TDCC with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “ TDCC Public Filings ”).

(ii) The Company agrees to provide to TDCC all information that TDCC reasonably requests in connection with any TDCC Public Filings or that, in the judgment of TDCC’s legal advisors, is required to be disclosed or incorporated by reference therein under any Law. The Company will provide such information in a timely manner on the dates requested by TDCC (which may be earlier than the dates on which the Company otherwise would be required hereunder to have such information available) to enable TDCC to prepare, print and release all TDCC Public Filings on such dates as TDCC will determine but in no event later than as required by applicable Law. The Company will use its reasonable best efforts to cause the Company’s auditors and other Representatives to consent to any reference to them as experts in any TDCC Public Filings required under any Law and to provide their consent to the incorporation of their reports in TDCC Public Filings.

(iii) If and to the extent requested by TDCC, the Company diligently and promptly will review all drafts of such TDCC Public Filings and prepare in a diligent and timely fashion any portion of such TDCC Public Filing pertaining to the Company.

(iv) Prior to any printing or public release of any TDCC Public Filing, an appropriate executive officer of the Company will, if requested by TDCC, certify that the information relating to any the Company and/or any of its Subsidiaries and/or any of their respective businesses in such TDCC Public Filing is accurate, true, complete and correct in all material respects.

(i) The Company and TDCC agree that Deloitte & Touche LLP (or its affiliate accounting firms) shall be engaged as promptly as practicable after the date hereof to serve as the Company’s (and the Company’s Subsidiaries’) independent certified public accountants (the “ Company’s Auditors ”), and the Company shall not select a different accounting firm to serve as the Company’s Auditors without TDCC’s prior written consent (which will not be unreasonably withheld); provided that nothing herein shall prevent a change in the Company’s Auditors to the extent that the Company’s Board or its audit committee determines that a change is reasonably necessary in order for the members thereof to comply with their fiduciary duties.

(ii) The Company will provide to TDCC on a timely basis all information that TDCC reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the TDCC Annual Financial Statements in accordance with Sections 12(a) through 12(f) and as required by applicable Law. Without limiting the generality of the foregoing, the Company will provide all required financial information with respect to the Company and its Subsidiaries to the Company’s Auditors in a sufficient and reasonable time and in sufficient detail to permit the Company’s Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to TDCC’s auditors with respect to information to be included or contained in the TDCC Annual Financial Statements.

(iii) The Company will authorize the Company’s Auditors to make available to TDCC’s auditors both the personnel who performed, or are performing, the annual audit of the Company and work papers related to the annual audit of the Company, in all cases within a reasonable time prior to the Company’s Auditors’ opinion date, so that TDCC’s auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Company’s Auditors as it relates to TDCC’s auditors’ report on TDCC’s statements, all within sufficient time to enable TDCC to meet its timetable for the printing, filing and public dissemination of the TDCC Annual Financial Statements.

(iv) If TDCC determines in good faith that there may be some inaccuracy in the financial statements of the Company or any its Subsidiaries or deficiency in such Person’s internal accounting controls or operations that could materially impact TDCC’s financial statements, at TDCC’s request, the Company will provide TDCC’s internal auditors or any public accounting firm or consultant retained by TDCC with access to the books and records of the Company and its Subsidiaries so that TDCC may conduct

reasonable audits relating to the financial statements provided by the Company under this Agreement as well as to the internal accounting controls and operations of the Company and its Subsidiaries.

(d) Notice of Changes . Subject to Section 11(a) and Section 12(c) , the Company will give TDCC as much prior notice as reasonably practicable of any proposed determination of, or any significant changes in, the Company’s accounting estimates or accounting principles with respect to the business from those in effect with respect to the business as of immediately prior to the Closing. The Company will consult with TDCC and, if requested by TDCC, the Company will consult with TDCC’s auditors with respect thereto. The Company will not make any such determination or changes without TDCC’s prior written consent (not to be unreasonably withheld) if such a determination or a change would be sufficiently material to be required to be disclosed in the Company’s or TDCC’s financial statements as filed with the SEC or otherwise publicly disclosed therein; provided that nothing herein shall limit the right of the Company’s Board or its audit committee to make such a determination or change to the extent it determines is reasonably necessary in order for its members to comply with their fiduciary duties.

(e) Special Reports of Deficiencies or Violations . The Company will report in reasonable detail to TDCC the following events or circumstances promptly (and in any event within two (2) Business Days) after any executive officer of the Company or any member of the Company’s Board becomes aware of such matter:

(i) all material weaknesses or significant deficiencies in the design or operation of internal control over financial reporting that could materially affect or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information (including any corrective actions with regard to significant deficiencies or material weaknesses);

(ii) any significant changes in the internal controls (or any other factors) that are reasonably likely to materially affect the internal control over the Company’s financial reporting;

(iii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting;

(iv) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act;

(v) any internal control over financial reporting found to be ineffective, flawed or deficient as of the end of the fiscal year; and

(vi) any report of a material violation of Law that an attorney representing the Company and/or any of its Subsidiaries has

formally made to any officers or directors of the Company pursuant to the SEC’s attorney conduct rules (17 C.F.R. Part 205).

(f) Applicability of Section 12 . The provisions of this Section 12 shall apply during any and each period(s) in which TDCC and/or any Person affiliated with TDCC (in TDCC’s good faith determination) is required to consolidate the results of operations and financial position of the Company and/or any of its Subsidiaries or to account for its or its Subsidiary’s investment in the Company under the equity method of accounting (determined in accordance with GAAP and consistent with the SEC reporting requirements).

13. Lock-up Agreement .

(a) Subject to Section 13(b) , during the period commencing on the date hereof and ending on the first anniversary of the date hereof, no Holder shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, any Registrable Securities owned by such Person, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, Registrable Securities owned by such Person, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) .

(b) If TDCC determines in good faith, in its sole discretion, that maintaining the TDCC Ownership Percentage as of any date of determination would reasonably be expected to require TDCC and/or any Person affiliated with TDCC to consolidate the results of operations and financial position of the Company and/or any of its Subsidiaries (determined in accordance with GAAP and consistent with the SEC reporting requirements) (a “ Consolidation Risk ”), TDCC shall notify the Company in writing of such Consolidation Risk, the TDCC Ownership Percentage that is, in TDCC’s sole discretion, necessary to remediate such Consolidation Risk, and its plan to remediate such Consolidation Risk (a “ Consolidation Notice ”). The Company shall have a period of twenty (20) Business Days following the date of the Consolidation Notice (such period, the “ Company Remediation Period ”) to engage, with the prior written consent of TDCC (not to be unreasonably withheld), in transactions that would reduce the TDCC Ownership Percentage to a level that remediates the Consolidation Risk. In the event that TDCC determines that the Consolidation Risk remains following the Company Remediation Period, notwithstanding Section 13(a) and solely to the extent needed to remediate the Consolidation Risk (as determined by TDCC, in its sole discretion), TDCC shall have the right to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect

to any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, any Registrable Securities owned by such Person, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, Registrable Securities owned by such Person, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) .

14. Indemnification .

(a) The Company agrees to indemnify, to the extent permitted by Law, each Holder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

(b) In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by Law, shall indemnify the Company, its directors and officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided , however , that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

(c) Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

(e) If the indemnification provided under this Section 14 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided , however , that the liability of any Holder under this Section 14(e) shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The

amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Section 14(a) , Section 14(b) and Section 14(c) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 14(e) were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 14(e) . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 14(e) from any Person who was not guilty of such fraudulent misrepresentation.

15. Other Arrangements . The Company represents and warrants that no Person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other Person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. The Company and the Founding Holders hereby terminate the Registration Rights Agreement, dated as of February 12, 2014 by and among the Company and the Founding Holders and any similar agreement, as of the date hereof. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement.

16. Miscellaneous .

(a) Remedies . Each of the parties hereto acknowledges that, in the event of any non-performance or breach of this Agreement, the non-performing or non-breaching party, as the case may be would be immediately and irreparably harmed by such non-performance or breach and could not be made whole by monetary damages. It is accordingly agreed that, with respect to any such non-performance or breach, each party hereto (a) shall waive, in any action for equitable relief (including specific performance, injunctive relief and any other equitable remedy), the defense of adequate remedy at law and (b) shall, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), be entitled to equitable relief (including the compelling of specific performance of this Agreement, injunctive relief and any other equitable remedy) with no obligation to prove actual damages or post any bond in connection therewith.

(b) Amendments and Waivers . The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and Holders of a majority of Dow Registrable Securities; provided that if any such amendment or waiver would adversely affect in any material manner the rights of any Holders of Registrable Securities relative

to other Holders of Registrable Securities similarly situated with respect to such rights under this Agreement, such amendment or waiver must be approved in writing by the Holders of a majority of such Registrable Securities so adversely affected.

(c) Successors and Assigns . All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent Holder of Registrable Securities.

(d) No Third Party Beneficiaries . Except as expressly set forth herein, this Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns and, to the extent provided herein, their respective affiliates, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(e) Severability . If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

(f) Counterparts . This Agreement may be executed in any number of counterparts (including by .pdf file exchanged via email or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g) Other Definitional Provisions and Interpretation . The headings preceding the text of Articles and Sections included in this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument shall mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to Articles, Sections or clauses shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and

words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of this Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined.

(h) Governing Law . This Agreement shall be governed exclusively by and construed and enforced exclusively in accordance with the internal Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof.

(i) Notices . Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (a) when received if given in person or by courier or a courier service or (b) on the date of transmission if sent by facsimile transmission (receipt confirmed) on a Business Day during or before the normal business hours of the intended recipient, and if not so sent on such a day and at such a time, on the following Business Day. Such notices, demands and other communications shall be sent to the Company, ROH, TDCC and each Founding Holder at the address indicated on the signature pages hereto or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

* * * * *

IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of the date first written above.

	BOULEVARD ACQUISITION CORP.

	By:	/s/ Stephen S. Trevor

	Name:	Stephen S. Trevor
	Its:	President, Chief Executive Officer and Secretary
	Address:	399 Park Avenue, 6 th Floor New York, NY 10022
	Attention:	Stephen S. Trevor
	Facsimile:	(212) 878-3545

[Signature page to the Investor Rights Agreement]

	ROHM & HAAS COMPANY

	By:	/s/ Mark Gibson

	Name:	Mark Gibson
	Its:	Chief Financial Officer and Treasurer

	Address:	100 Independence Mall West Philadelphia, PA 19106-2399

	Attention:	Chief Legal Officer
	Facsimile:	(215) 592-3227

[Signature page to the Investor Rights Agreement]

	THE DOW CHEMICAL COMPANY

	By:	/s/ Mark Gibson

	Name:	Mark Gibson
	Its:	Authorized Representative

	Address:	2030 Dow Center Midland, MI 48674

	Attention:	Corporate Director, M&A
	Facsimile:	(989) 636-8907

[Signature page to the Investor Rights Agreement]

	/s/ Robert J. Campbell
	Robert J. Campbell

	Address:	Robert J. Campbell 40 Beck Mack & Oliver 360 Madison Ave. New York, NY 10017

[Signature page to the Investor Rights Agreement]

	/s/ Joel Citron
	Joel Citron

	Address:	Joel Citron Tenth Avenue Holdings, LLC 483 Tenth Avenue, 6 th Floor New York, NY 10018

[Signature page to the Investor Rights Agreement]

	/s/ Darren Thompson
	Darren Thompson

	Address:	Darren Thompson 6810 Barrett Lane Bethesda, MD 20814

[Signature page to the Investor Rights Agreement]

BOULEVARD ACQUISITION SPONSOR, LLC

By:	/s/ Sonia Gardner

Name:		Sonia Gardner

Its:		Managing Member

Address:		399 Park Avenue, 6 th Floor New York, NY 10022

Attention:		Legal Department

[Signature page to the Investor Rights Agreement]

Exhibit 10.3

TAX RECEIVABLES AGREEMENT

This TAX RECEIVABLES AGREEMENT is made as of July 31, 2015, by and among The Dow Chemical Company, a Delaware corporation (“ TDCC ”), AgroFresh Inc., an Illinois corporation (“ AgroFresh ”), Rohm & Haas Company, a Delaware corporation (“ ROH ”) and Boulevard Acquisition Corp., a Delaware corporation (“ Purchaser ”) (each of TDCC, AgroFresh and Purchaser are referred to herein collectively as the “ Parties ” and individually, as a “ Party ”).

W I T N E S S E T H :

WHEREAS, pursuant to the Stock Purchase Agreement dated as of April 30, 2015, by and between TDCC and Purchaser (the “ Purchase Agreement ”), Purchaser or its designated Affiliate has agreed, on the terms and subject to the conditions set forth in the Purchase Agreement, to acquire (the “ Acquisition ”) all of the issued and outstanding Equity Interests of AgroFresh;

WHEREAS, TDCC and Purchaser have agreed pursuant to Section 5.10(i) of the Purchase Agreement that a Section 338(h)(10) Election will be made with respect to the Acquisition;

WHEREAS, the Parties expect that as a consequence of the Section 338(h)(10) Election, the AgroFresh Assets (as defined below) will have a U.S. federal income tax basis following the Closing Date that is higher than the adjusted tax basis of the AgroFresh Assets immediately prior to the Closing Date; and

WHEREAS, the Parties to this Agreement desire to make certain covenants with respect to tax matters and to provide for certain payments in respect of tax benefits.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the Parties hereby agree as follows:

SECTION 1. Certain Defined Terms .

(a) For the purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.

“ Acceleration Assumption Date ” shall mean the date of any Acceleration Notice or an Asset Transfer Date.

“ Acceleration Assumptions ” shall mean, as of an Acceleration Assumption Date, the assumptions that (1) in each Covered Taxable Year ending after such Acceleration Assumption Date, AgroFresh and its Affiliates will have taxable income sufficient to fully utilize any loss carryovers to such Covered Taxable Year and any deductions arising from the Basis Adjustment and the Imputed Interest during such Covered Taxable Year and (2) the federal, state and local income Tax rates in effect for each such Covered Taxable Year will be the maximum rates applicable to AgroFresh as in effect on the Acceleration Assumption Date.

“ Acceleration Notice ” shall have the meaning set forth in Section 7(a) .

“ Acceleration Payment ” shall mean the present value, calculated as of the date of an Acceleration Notice, of all Tax Benefit Payments that would be required to be paid by Purchaser to ROH from and after the date of the Acceleration Notice, applying the Acceleration Assumptions and discounted at the Acceleration Rate.

“ Acceleration Rate ” shall mean the applicable Federal rate provided for in Section 1274(d)(1)(C)(i) of the Code, compounded annually.

“ Accounting Firm ” shall have the meaning set forth in Section 4(b) .

“ Acquisition Event ” shall mean any (a) Change of Control, (b) transaction or series of transactions by which Purchaser, AgroFresh or any Affiliate thereof effects any direct or indirect acquisition (whether by merger, consolidation, reorganization, share exchange, equity purchase, asset purchase or otherwise) of a majority of the Equity Interests of any Person or a majority of the assets of any business or line of business or (c) other action by which Purchaser, AgroFresh or any Affiliate thereof enter into or engage in any activity, business or enterprise unrelated to the Business.

“ Actual Tax Liability ” shall have the meaning set forth in Section 5(b) .

“ Agreement ” shall mean this Tax Receivable Agreement, including all Exhibits and Schedules hereto.

“ AgroFresh Asset Class ” shall mean, with respect to the AgroFresh Assets, the asset classes provided for in Treasury Regulation section 1.338-6, as further subdivided to the extent necessary to reflect any differences in depreciation or amortization periods or methodologies applicable to such AgroFresh Assets.

“ AgroFresh Assets ” shall mean all assets held by AgroFresh at the Closing (or such assets as are transferred to AgroFresh after Closing pursuant to the Restructuring Transactions), and from and after the Closing shall also include any asset the adjusted tax basis of which is determined, in whole or in part, by reference to the adjusted tax basis of any asset or assets held by AgroFresh at the Closing.

“ Allocation Schedule ” shall have the meaning set forth in Section 4(b) .

“ Asset Transfer Date ” shall have the meaning set forth in Section 7(d) .

“ Basis Adjustment ” shall have the meaning set forth in Section 4(a).

“ Beginning Basis ” shall have the meaning set forth in Section 4(a) .

“ Change of Control ” shall mean any transaction or series of transactions the result of which is (a) the acquisition by any Person or Persons of direct or indirect beneficial ownership of securities representing fifty percent (50%) or more of the combined voting power of the then outstanding securities of Purchaser or AgroFresh; or (b) a merger, consolidation, reorganization

or other business combination, however effected, resulting in the securities of Purchaser or AgroFresh outstanding immediately prior thereto failing to continue to represent at least fifty percent (50%) of the combined voting power of the outstanding securities of Purchaser or AgroFresh or the surviving Person outstanding immediately after such combination.

“ Consideration ” shall have the meaning set forth in Section 4(a) .

“ Contest ” shall have the meaning set forth in Section 3(b) .

“ Covered Matters ” shall have the meaning set forth in Section 3(a) .

“ Covered Taxable Year ” shall mean any Taxable Year of AgroFresh (or a successor company thereto) ending after the Closing Date.

“ Estimated Acceleration Payment ” shall have the meaning set forth in Section 7(b) .

“ Final Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, local or foreign law, as applicable, or any other event (including the execution of a Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“ Final Recovery Year ” shall have the meaning set forth in Section 5(e) .

“ Gross-Up Amount ” shall mean the present value, calculated as of the Gross-Up Date, of all Tax Benefit Payments that would be required to be paid by Purchaser to ROH but for the application of Section 5(e) , applying the Acceleration Assumptions (applied by treating the Gross-Up Date as an Acceleration Assumption Date) and discounted at the Acceleration Rate.

“ Gross-Up Date ” shall mean the date of the tax return filing for the Final Recovery Year.

“ Hypothetical Tax Liability ” shall have the meaning set forth in Section 5(b) .

“ Imputed Interest ” shall mean, any interest imputed under Section 1272, 1274 or 483 or any other provision of the Code and the similar provision of state, local or foreign law with respect to Purchaser’s payment obligations under this Agreement, as reasonably determined by TDCC in good faith.

“ Late Payment Rate ” shall mean interest at a rate equal to the LIBOR Rate plus ten percent (10%) , compounded on a daily basis, accruing on the amount of any payment required to be made under this Agreement that is made after the date on which such payment is due and payable from (but not including) the due date of such payment to (and including) the date such payment is actually made.

“ LIBOR Rate ” means the rate of interest announced publicly by the British Bankers Association as its one (1) month LIBOR rate for U.S. Dollars on the date on which the applicable payment is due and payable.

“ Original Payment ” shall have the meaning set forth in Section 5(d) .

“ Partial Acceleration Payment ” shall have the meaning set forth in Section 7(d) .

“ Partial Acceleration Payment Notice ” shall have the meaning set forth in Section 7(d) .

“ Preliminary Determination ” shall have the meaning set forth in Section 5(b) .

“ Recomputed Tax Benefit Payment ” shall have the meaning set forth in Section 5(d) .

“ Recomputing Event ” shall have the meaning set forth in Section 5(d) .

“ Redetermined Tax Basis ” shall have the meaning set forth in Section 4(a) .

“ Stand-Alone Actual Tax Liability ” shall have the meaning set forth in Section 5(f) .

“ Stand-Alone Hypothetical Tax Liability ” shall have the meaning set forth in Section 5(f) .

“ Tax Benefit Payment ” shall mean, with respect to any Covered Taxable Year, the net aggregate payments, if any made by Purchaser to ROH pursuant to Section 5 of this Agreement, with respect to such Covered Taxable Year.

“ Tax Return ” shall mean any return, declaration, report, claim for refund, information return or similar statement filed or required to be filed with any Governmental Authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Taxable Year ” shall mean a taxable year as defined in Section 441(b) of the Code (and thus may include a period of less than 12 months for which a return is made).

(b) Other Definitional Provisions and Interpretation . The headings preceding the text of Sections included in this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument shall mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to Sections or clauses shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Section, paragraph or clause of this Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined.

SECTION 2. Overlap . In the event of any conflict between the terms of this Agreement and the terms of the Purchase Agreement with respect to Taxes, the terms of this Agreement shall govern.

SECTION 3. Filing of Tax Returns; Cooperation; Contest .

(a) The Purchaser and AgroFresh shall permit TDCC to review and comment on each Tax Return of AgroFresh and its Affiliates to the extent that such Tax Return involves (i) treatment of the transactions contemplated by this Agreement or the Purchase Agreement, (ii) the basis of any AgroFresh Asset, (iii) the eligibility of any AgroFresh Asset for depreciation or amortization, (iv) the amount or timing of any deduction for depreciation or amortization relating to any AgroFresh Asset or (v) the gain or loss recognized by Purchaser, AgroFresh or any Affiliate thereof arising from the transfer, sale or other disposition of any AgroFresh Asset (collectively, the “ Covered Matters ”). Purchaser shall submit each such Tax Return to TDCC no later than thirty (30) days prior to the due date for the filing of such Tax Return (taking into account any valid extensions) and shall make all changes reasonably requested by TDCC with respect to any such Covered Matters (except to the extent of any position for which substantial authority does not exist within the meaning of Section 6662 of the Code and the Treasury Regulations thereunder). For the avoidance of doubt, Purchaser shall or shall cause AgroFresh and its Affiliates to elect or report, as applicable, for U.S. federal, state or local income tax purposes, the cost recovery, depreciation or amortization method, as the case may be, with respect to each AgroFresh Asset that would allow for the earliest possible recovery of the Redetermined Tax Basis (except to the extent of any position for which substantial authority does not exist within the meaning of Section 6662 of the Code and the Treasury Regulations thereunder).

(b) In the event of any audit, Proceeding or other claim for Taxes with respect to a Tax Return that relates to, or could have any effect on, the Covered Matters (a “ Contest ”), Purchaser shall timely notify TDCC of such Contest and TDCC shall have the exclusive right, in its sole discretion and at its own expense, to control, resolve, compromise, settle or agree to any deficiency, claim or adjustment arising out of such Contest, except to the extent that any such Contest, in Purchaser’s reasonable opinion, cannot be dealt with separately from any matter that is not a Covered Matter, and subject, in all instances, to the consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. If TDCC does not elect to so control any such Contest, Purchaser shall keep TDCC reasonably informed of all material developments with respect to such Contest and shall not settle, compromise or otherwise resolve such Contest without TDCC’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

(c) TDCC and Purchaser shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) with all reasonable requests from the other Party in connection with any Contest, the preparation and filing of any Tax Return relating to the Covered Matters and any calculation or determination contemplated by this Agreement (including the Allocation Schedule and determinations of Hypothetical Tax Liability, Actual Tax Liability, Stand-Alone Hypothetical Tax Liability and Stand-Alone Actual Tax Liability). Such cooperation shall include at each Party’s own expense, (i) the retention until the expiration of the applicable statute of limitations (including applicable extensions), and the provision upon

request, of Tax Returns, books, records, documentation and other information relating to Tax Returns and/or the calculations and determinations contemplated under this Agreement and (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return or control of any Contest, including, but not limited to, the execution by Purchaser and any Affiliate of Purchaser of a power of attorney authorizing TDCC and its accountants, tax advisors and other representatives to represent Purchaser and/or any Affiliate of Purchaser with respect to any matter described in this Section 3 . Each Party shall make its employees and facilities available on a reasonable basis in connection with the foregoing matters. Notwithstanding anything herein to the contrary, Purchaser shall not be entitled to obtain any information relating to Taxes of TDCC or any of its Affiliates other than information relating solely to any of the AgroFresh Entities.

SECTION 4. Preparation of Allocation Schedule .

(a) Within sixty (60) days after the date on which Final Closing Working Capital is determined, TDCC shall deliver to Purchaser a schedule (the “ Allocation Schedule ”) setting forth (i) the Tax basis of each AgroFresh Asset or AgroFresh Asset Class as recorded on AgroFresh’s Tax books and records as of the Closing Date (the “ Beginning Basis ”), (ii) the allocation of the Purchase Price and any other amounts constituting consideration for U.S. federal income tax purposes (collectively, the “ Consideration ”) among the assets of AgroFresh as of the Closing Date in accordance with Section 338 and Section 1060 of the Code (the “ Redetermined Tax Basis ”) and (iii) with respect to each AgroFresh Asset or AgroFresh Asset Class, the excess, if any, of the Redetermined Tax Basis over the Beginning Basis (the “ Basis Adjustment ”).

(b) If within ten (10) days after receipt of the Allocation Schedule, Purchaser notifies TDCC in writing that Purchaser objects to one or more items reflected on the Allocation Schedule (the “ Unresolved Allocation ”), then Purchaser and TDCC shall negotiate in good faith to resolve such dispute. If TDCC and Purchaser fail to resolve any such dispute within fifteen (15) days after TDCC’s receipt of Purchaser’s notice (or such longer period as the Parties may mutually agree in writing), then, at the request of either TDCC or Purchaser, the Parties shall submit the Unresolved Allocation for arbitration, in accordance with Section 338 and Section 1060 of the Code, to Grant Thornton LLP (the “ Accounting Firm ”); provided , that in the event that Grant Thornton LLP is unable or unwilling to serve in such capacity, the Parties shall mutually agree in writing to appoint a nationally recognized firm with accounting expertise and relevant experiences in resolving similar disputes to serve as the “Accounting Firm” hereunder. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Allocation (including all items and amounts that were previously accepted or agreed upon or deemed agreed upon by the Parties). The Accounting Firm is not to, and the parties shall not individually request the Accounting Firm to, (A) make any determination other than as set forth in the previous sentence, (B) determine any Unresolved Allocation to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm or (C) undertake any independent investigation of the facts relating to the Unresolved Allocation. TDCC and Purchaser shall use reasonable best efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Allocation Schedule. Judgment may be entered upon the determination of the Accounting Firm

in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 4(b) (and pursuant to Sections 5(c) , 7(b) and 7(d) of this Agreement) shall be borne one half by Purchaser and one half by TDCC. All other fees, expenses and costs incurred by TDCC or Purchaser in implementing the provisions of this Section 4(b) shall be borne by TDCC or Purchaser, respectively.

(c) As promptly as reasonably practicable following the payment of any amount pursuant to this Agreement, TDCC shall deliver to Purchaser an amended Allocation Schedule that takes into account the amount of such payment (other than Imputed Interest) as an adjustment to the Consideration and sets forth the revised computation of the Redetermined Tax Basis and Basis Adjustment of each AgroFresh Asset or AgroFresh Asset Class. If within ten (10) days after receipt of the amended Allocation Schedule, Purchaser notifies TDCC in writing that Purchaser objects to one or more items reflected on the amended Allocation Schedule, such dispute shall be treated as an Unresolved Allocation subject to the procedures set forth in Section 4(b) .

(d) Absent a Final Determination to the contrary, the Parties shall file or cause to be filed all Tax Returns in a manner consistent with the Allocation Schedule, and shall not take, or permit any Affiliate to take, any position inconsistent therewith for Tax reporting purposes or in any Contest. Any adjustment to the Consideration (including any Deferred Payment Amount) shall be allocated as provided by U.S. Department of Treasury Regulation §1.1060-1(c).

SECTION 5. Tax Benefit Payments .

(a) The provisions of this Section 5 shall be effective for an AgroFresh Asset Class only in the event that the aggregate Redetermined Tax Basis for such AgroFresh Asset Class exceeds the aggregate Beginning Basis for such AgroFresh Asset Class.

(b) Within ten (10) days following the date on which Purchaser, AgroFresh or any Affiliate thereof actually files its United States federal income tax return or any state income tax return, as applicable, that includes the Business for any Covered Taxable Year, Purchaser shall submit to TDCC a preliminary determination (the “ Preliminary Determination ”) of (A) the liability for Taxes that would be due on such date assuming the same facts and using the same methods, elections, conventions and practices used in determining the actual liability for Taxes for such Covered Taxable Year; provided, however, that such liability shall be calculated (i) with reference to the Beginning Basis instead of the Redetermined Tax Basis of each AgroFresh Asset or AgroFresh Asset Class and (ii) excluding any deduction attributable to Imputed Interest (such liability so calculated, the “ Hypothetical Tax Liability ”) and (B) the actual liability for Taxes due on such date with respect to such Tax Return (“ Actual Tax Liability ”) and, except as otherwise provided in Section 5(f) , shall pay to ROH an amount equal to eighty-five percent (85%) of the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability as shown in the Preliminary Determination.

(c) Within thirty (30) days after its receipt of the Preliminary Determination, TDCC shall notify Purchaser in writing of any proposed adjustments thereto. Promptly thereafter, Purchaser shall make such adjustments to the Preliminary Determination to the extent reasonably

requested in good faith by TDCC. If the Parties, acting in good faith, are unable to successfully resolve the issues raised by TDCC within sixty (60) days after delivery of the Preliminary Determination to TDCC, Purchaser and TDCC shall submit the dispute to the Accounting Firm for resolution of the dispute in accordance with the principles set forth in Section 4(b) , which resolution shall be final and binding on both Parties. Within five (5) days after such finalization of such determination then, as applicable, (i) Purchaser shall pay to ROH the excess, if any, of (A) eighty-five percent (85%) of the excess of such Hypothetical Tax Liability over such Actual Tax Liability over (B) the aggregate amount previously paid by Purchaser to ROH under Section 5(b) with respect to such Covered Taxable Year, or (ii) ROH shall pay to Purchaser the excess, if any, of (A) the aggregate amount previously paid by Purchaser to ROH under Section 5(b) with respect to such Taxable Year over (B) eighty-five percent (85%) of the excess, if any, of such Hypothetical Tax Liability over such Actual Tax Liability, in each case subject to any adjustments required by Section 5(f) .

(d) If the amount of any Tax Benefit Payment with respect to a Covered Taxable Year (an “ Original Payment ”) would have been different from the amount actually paid for such Covered Taxable Year if calculated based upon (i) a Final Determination relating to such Covered Taxable Year, (ii) an amended Tax Return filed for such Covered Taxable Year for which TDCC has been previously provided an opportunity to review and comment upon and consent to the filing thereof as required by Section 3(a) above, which consent may not be unreasonably withheld, (iii) a correction of inaccuracies in the calculation of Hypothetical Tax Liability, Stand-Alone Hypothetical Tax Liability or Stand-Alone Actual Tax Liability identified as a result of factual information relating to such Covered Taxable Year in the original Allocation Schedule identified after the Closing Date as a result of the receipt of additional information relating to facts or circumstances on or prior to the Closing Date, or (iv) the carryback of a loss or other tax item to such Covered Taxable Year (each, a “ Recomputing Event ” and the Tax Benefit Payment as so calculated, a “ Recomputed Tax Benefit Payment ”), then, as applicable, (A) ROH shall pay to Purchaser the excess, if any, of the Original Payment over the Recomputed Tax Benefit Payment together (in the case of Recomputing Events described in (i), (ii) or (iii) above) with any interest thereon, computed at the Acceleration Rate commencing from the date the Original Payment was due and payable, or (B) Purchaser shall pay to ROH the excess, if any, of the Recomputed Tax Benefit Payment over the Original Payment together (in the case of Recomputing Events described in (i), (ii) or (iii) above) with any interest thereon, computed at the Acceleration Rate commencing from the date the Original Payment was due and payable. If Purchaser or TDCC receives notice of or otherwise becomes aware of any Recomputing Event that could result in any difference between an Original Payment and a Recomputed Tax Benefit Payment, it shall promptly notify the other party in writing and shall provide the other party with any related information reasonably requested by such other party. Within thirty (30) days following notice of any such Recomputing Event, Purchaser shall deliver a notice to TDCC setting forth the amount of the Recomputed Tax Benefit Payment, and, upon review by TDCC, shall promptly make adjustments to such calculation to the extent reasonably requested in good faith by TDCC. If the Parties, acting in good faith, are unable to successfully resolve the issues raised by TDCC within sixty (60) days after delivery of the notice of the Recomputing Event to TDCC, Purchaser and TDCC shall employ the dispute procedures described in Section 4(b) . Within five (5) days of finalizing the Recomputed Tax Benefit Payment, the Party required to make a payment hereunder with respect to such Recomputed Tax Benefit Payment shall make such payment to the other Party except,

however, that ROH shall not be required to make any payment resulting from a Recomputing Event arising as a result of the carryback of a loss or other tax attribute until ten (10) days after the filing of the income Tax Return for the Taxable Year from which the loss or other tax attribute was carried back.

(e) For the Covered Taxable Year following which the aggregate Basis Adjustment (excluding for this purpose the adjustment to the Basis Adjustment as a result of the making of the Tax Benefit Payment for such Covered Taxable Year) has been fully depreciated or amortized (the “ Final Recovery Year ”) the Tax Benefit Payment shall be increased by the Gross-Up Amount. The Preliminary Determination delivered by Purchaser with respect to the Final Recovery Year shall include in reasonable detail the calculation of the Gross-Up Amount, and any dispute between the Parties regarding such calculation shall be resolved in accordance with the procedures set forth in Section 5(c) . Except as provided in Section 5(d) , the Tax Benefit Payment with respect to the Final Recovery Year shall be the final Tax Benefit Payment due under this Agreement.

(f) For each Covered Taxable Year ending on or after the date on which an Acquisition Event occurs, as part of the Preliminary Determination, Purchaser shall also determine (A) the liability for Taxes of AgroFresh that would be due on such date using the same methodology applied in the determination of the Hypothetical Tax Liability, but calculated as if AgroFresh were the parent of a stand-alone consolidated or combined group and no Acquisition Event had occurred (such liability so calculated, the “ Stand-Alone Hypothetical Tax Liability ”) and (B) the liability for Taxes of AgroFresh that would be due on such date, calculated as if AgroFresh were the parent or a stand-alone consolidated or combined group and no Acquisition Event had occurred (the “ Stand-Alone Actual Tax Liability ”). If the excess of the Stand-Alone Hypothetical Tax Liability over the Stand-Alone Actual Tax Liability is greater than the excess of the Hypothetical Tax Liability over the Actual Tax Liability determined pursuant to Section 5(b) for such Covered Taxable Year, then Purchaser shall pay to ROH an amount equal to eighty-five percent (85%) of the excess, if any, of the Stand-Alone Hypothetical Tax Liability over the Stand-Alone Actual Tax Liability as shown in the Preliminary Determination (and shall not make any additional payment pursuant to Section 5(b) on such date). Any amount paid by Purchaser pursuant to this Section 5(f) shall be subject to review and adjustment pursuant to the principles set forth in Section 5(c) and Section 5(d) , in each case such that the net Tax Benefit Payment payable by Purchaser to ROH for each Covered Taxable Year to which this Section 5(f) applies equals the greater of (a) the excess of the Hypothetical Tax Liability over the Actual Tax Liability and (b) the excess of the Stand-Alone Hypothetical Tax Liability over the Stand-Alone Actual Tax Liability, each as finally determined. For the avoidance of doubt, in no event shall the Tax Benefit Payment with respect to any Covered Taxable Year be less than such Tax Benefit Payment would have been but for application of this Section 5(f) .

(g) No duplicative payment of any amount (including interest) will be required under this Agreement.

(h) For the avoidance of doubt, no Tax Benefit Payment shall be made with respect to any assets transferred to a non-U.S. Affiliate of AgroFresh pursuant to the Restructuring Transactions.

SECTION 6. Purchase Price Adjustment . Any payment by ROH or Purchaser under this Agreement (other than any amount treated as Imputed Interest) shall be treated as an adjustment to the Consideration, unless otherwise required by applicable Law.

SECTION 7. Acceleration; Asset Transfers .

(a) Purchaser may terminate this Agreement at any time by paying to ROH the Acceleration Payment. If Purchaser chooses to exercise its right of early termination under this Section 7(a) , Purchaser shall deliver to TDCC a written notice (the “ Acceleration Notice ”) specifying Purchaser’s intention to make the Acceleration Payment and showing in reasonable detail the calculation of the Acceleration Payment, and attaching the additional materials described in Section 7(b) .

(b) At the time Purchaser delivers the Acceleration Notice to TDCC it shall deliver to TDCC schedules and work papers providing reasonable detail regarding the calculation of the Acceleration Payment, and within five (5) days thereafter shall pay to ROH an initial payment based on the estimate of the Acceleration Payment set forth on the Acceleration Notice (the “ Estimated Acceleration Payment ”). The calculation of the Acceleration Payment provided in the Acceleration Notice shall become final and binding on the Parties unless TDCC, within thirty (30) days after receiving such Acceleration Notice, provides Purchaser with notice of objection to such determination of the Acceleration Payment. If the Parties, acting in good faith, are unable to successfully resolve the issues raised in such notice within sixty (60) days after such Acceleration Notice was delivered to TDCC, the dispute shall be submitted to the Accounting Firm in accordance with the principles set forth in Section 4(b) , and the determination of the Accounting Firm shall be final and binding. Within five (5) days of the determination of the Acceleration Payment becoming final and binding, as applicable, (i) Purchaser shall pay to ROH any amount by which the Acceleration Payment, as finally determined, exceeds the Estimated Acceleration Payment or (ii) ROH shall pay to Purchaser any amount by which the Estimated Acceleration Payment exceeds the Acceleration Payment, as finally determined.

(c) Upon payment of the Acceleration Payment by Purchaser, neither ROH nor Purchaser shall have any further payment obligations under Section 5 of this Agreement, other than for any (i) Tax Benefit Payment due and payable but unpaid as of the date of the Acceleration Payment Notice and (ii) Tax Benefit Payment due for the Covered Taxable Year ending with or including the date of the Acceleration Payment Notice (except to the extent that the amount described in clause (i) or (ii) is included in the calculation of the Acceleration Payment).

(d) In the event that Purchaser transfers all or any material portion of the AgroFresh Assets in a transaction in which the full amount of gain or loss is not recognized for federal income tax purposes and such transfer is not a Change of Control, then, within thirty (30) days of such transfer, Purchaser shall notify TDCC, in sufficient written detail, of such transfer of AgroFresh Assets and the date thereof (the “ Asset Transfer Date ”), and as soon as practicable thereafter, Purchaser shall deliver to TDCC in writing a good faith determination of the Partial Acceleration Payment attributable to such transfer (the “ Partial Acceleration Payment Notice ”). The “ Partial Acceleration Payment ” shall be an amount equal to the product of: (i) the Acceleration Payment (calculated as of the Asset Transfer Date as if an Acceleration Notice had

been delivered as of such date) and (ii) a fraction the numerator of which is the aggregate adjusted basis (determined as of the Asset Transfer Date) of the amortizable and depreciable AgroFresh Assets transferred and the denominator of which is the aggregate adjusted basis (determined as of the Asset Transfer Date) of all of the amortizable and depreciable AgroFresh Assets (including those transferred on the Asset Transfer Date). The calculation of the Partial Acceleration Payment provided in the Partial Acceleration Payment Notice shall become final and binding on the Parties unless TDCC, within thirty (30) days after receiving such Partial Acceleration Payment Notice, provides Purchaser with notice of objection to such determination of the Partial Acceleration Payment. If the Parties, acting in good faith, are unable to successfully resolve the issues raised in such notice within sixty (60) days after such Partial Acceleration Payment Notice was delivered to TDCC, the dispute shall be submitted to the Accounting Firm in accordance with the principles set forth in Section 4(b) , and the determination of the Accounting Firm shall be final and binding. Within five (5) days of the determination of the Partial Acceleration Payment becoming final and binding Purchaser shall pay to ROH an amount equal to the Partial Acceleration Payment.

SECTION 8. Survival of Obligations . Except to the extent inconsistent with applicable law, the indemnity and payment obligations set forth in this Agreement will survive until the date which is six months after the date of expiration of the applicable statute of limitations (including any extensions or waivers thereof). The right to indemnification with respect to claims of which notice was given prior to the expiration of the applicable survival period will survive such expiration until such claim is finally resolved and any obligations with respect thereto are fully satisfied.

SECTION 9. Indemnity . Purchaser shall indemnify and hold harmless TDCC and its Affiliates from and against any losses that are attributable to, or result from, the breach by Purchaser or its Affiliates of any of their respective obligations under this Agreement. The Parties shall settle any indemnification obligations within thirty (30) days after receipt of written demand for payment, which demand shall set forth in reasonable detail the circumstances and amount of the indemnity payment.

SECTION 10. Notices . Any notices given pursuant to this Agreement shall be made in accordance with the notice provisions of the Purchase Agreement.

SECTION 11. Payments . Except as may be otherwise provided herein, all payments pursuant hereto shall be made by wire transfer in Dollars in immediately available funds to an account designated in writing by the payee. The amount of all or any portion of a payment not made when due under this Agreement shall be payable together with any interest thereon, computed at the Late Payment Rate.

SECTION 12. Waivers . The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless it is in a writing signed by such party, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in

other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty

SECTION 13. Assignment . No Party may assign its duties and obligations under this Agreement without the prior written consent of all other Parties. Notwithstanding the foregoing, this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all of the assets of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and to their respective successors and permitted assigns.

SECTION 14. Applicable Law . This Agreement shall be governed exclusively by and construed and enforced exclusively in accordance with the internal laws of the State of New York without giving effect to the principles of conflicts of law thereof.

SECTION 15. Amendment . This Agreement may be amended, modified or supplemented only by an instrument in writing signed by each of the Parties.

SECTION 16. Severability . If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

SECTION 17. Entire Agreement; No Third Party Beneficiaries . This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or in the Purchase Agreement. Notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there is a conflict between the provisions of this Agreement and the provisions of the Purchase Agreement, the provisions of this Agreement shall control. This Agreement is not intended to confer any rights or remedies hereunder upon any person other than the Parties hereto.

SECTION 18. Counterparts . This Agreement may be executed in any number of counterparts (including by .pdf file exchanged via email or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 19. Joint Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

	THE DOW CHEMICAL COMPANY


	By:	/s/ Mark Gibson
		Name: Mark Gibson
		Title: Authorized Representative


	BOULEVARD ACQUISITION CORP.


	By:	/s/ Stephen S. Trevor
		Name: Stephen S. Trevor
		Title: President, Chief Executive Officer and Secretary


	AGROFRESH INC.


	By:	/s/ Stanton J. Howell
		Name: Stanton J. Howell
		Title: President


	ROHM & HAAS COMPANY


	By:	/s/ Mark Gibson
		Name: Mark Gibson
		Title: Chief Financial Officer and Treasurer

Tax Receivables Agreement

Exhibit 10.4

TRANSITION SERVICE AGREEMENT

This TRANSITION SERVICE AGREEMENT (this “ Agreement ”) is made effective as of July 31, 2015 (the “ Effective Date ”), between The Dow Chemical Company, having its principal office at 2030 Dow Center, Midland MI 46874 (hereinafter referred to as “ TDCC ”), and AgroFresh Inc. (hereinafter referred to as the “ Company ”).

WHEREAS, TDCC and Boulevard Acquisition Corp. have entered into that certain Stock Purchase Agreement (the “ Purchase Agreement ”), dated as of April 30, 2015;

WHEREAS, on the date hereof, TDCC and the Company are entering into certain ancillary agreements in connection with the consummation of the transactions contemplated by the Purchase Agreement; and

WHEREAS, TDCC and the Company desire to enter into a transition services agreement whereby TDCC agrees to provide, or to cause to be provided, to the Company, and the Company agrees to take, certain transition services related to the operations of the Company, on the terms of and subject to the conditions contained in this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1:
CERTAIN DEFINITIONS

Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Purchase Agreement. Unless otherwise agreed, in this Agreement the following terms shall have the meanings set forth in this Article.

1.1 “ Affiliate ” means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is under common control with, or is controlled by, such specified Person. The term “control” as used in the preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation, or with respect to any Person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership or other interests, by contract or otherwise.

1.2 “ Agreement ” means this Agreement together with all of the Schedules attached hereto.

1.3 “ Companion Agreement ” means a companion agreement in the form of Schedule 4 .

1.4 “ Company Data ” means (a) any data or information of the Company, or the Company’s vendors, customers or other business partners that is provided to or obtained by TDCC solely in the performance of its obligations under Schedule 1 , including data and information regarding the Company’s businesses, customers, operations, facilities, products, consumer markets, assets and finances, and (b) any data or information collected or processed in connection with the Services

1.5 “ Disengagement Services ” means (i) the services necessary to return Company Data to the Company, and may include (ii) the continuation of the affected Services until the end of the disengagement period described in Section 11.7 if such continuation of Services is requested by the Company.

1.6 “ Force Majeure Event ” means any event or circumstance beyond the reasonable control of TDCC that prevents or significantly interferes with the performance by TDCC (or any Affiliate or Third Party contractor of TDCC) of TDCC’s obligations under this Agreement, including (provided the foregoing requirements have been met) acts of God, strikes, lockouts or industrial disputes or disturbances, civil disturbances, arrests or restraint from rulers or people, interruptions by Governmental Authority or court orders, present and future valid orders of any regulatory body having proper jurisdiction, acts of the public enemy, wars, riots, blockades, insurrections, inability to secure labor or materials (including the inability to secure materials by reason of allocations, voluntary or involuntary, promulgated by any Governmental Authority), epidemics, landslides, lightning, earthquakes, fire, storm, hurricanes, floods, washouts, explosions, breakage or accident to machinery or lines of pipe, inability to obtain easements, servitudes or rights of way or pipeline tie-ins.

1.7 “ Inflation Index ” means the most recent United States Consumer Price Index for Information Technology, Hardware and Services at the time such index is referenced.

1.8 “ Party ” means any Person that executes this Agreement.

1.9 “ Price Adjustment Event ” means: (i) divestiture, acquisition, addition, material expansion or closure of any production facility of Company; (ii) Company requesting Services that exceed or fall below the historical usage levels of the Business as of the Effective Date, which increase or decrease has a material impact on the cost to TDCC of providing the Services; (iii) Change of Control of the Company; (iv) with respect to any of the Information Technology Services (as described in Schedule 1-B ), a material increase in the number of users of such Services; or (v) termination of less than all of the then remaining Services (i.e., partial termination).

1.10 “ Services ” means only those services now or hereafter set forth on Schedule 1 (and no others) and shall not, for the avoidance of doubt, include legal services of any kind.

1.11 “ Service Fees ” means any and all fees charged by TDCC in the course of providing Services either directly, through its Affiliates or through Third Party contractors as described in Schedule 1 .

1.12 “ Service Termination Date ” means, with respect to any Service, the date on which the period set forth as the “Service Period” with respect to such Service in Schedule 1 ends.

1.13 “ Surviving Provisions ” means Articles 1 , 7 , 10 and 12 , and Sections 2.5 , 2.8 , 8.2, 11.5 , 11.6 , 11.7 , 11.8 - 11.11 , 13.1 , 13.3, 13.4 , 13.5 and 13.6 .

1.14 “ Termination Date ” means the latest Service Termination Date with respect to any Service provided hereunder.

1.15 “ Third Party ” means any Person that is not a Party or an Affiliate of a Party.

1.16 “ TSA Execution Fee ” means a fee of five million Dollars ($5,000,000) payable on the Effective Date, or on such later date as may be provided pursuant to Section 4.3.2 , to defray the cost of segregating the Company’s data to a separate SAP ERP environment hosted by TDCC, to setup TDCC’s systems to enable the Company to operate within the separate SAP ERP environment for an extended period during the term of this Agreement, and to support business operations and financial and accounting management on those systems during the term of this Agreement.

ARTICLE 2:
SERVICES

2.1 Subject to the Company paying the Service Fees, TDCC will render, or cause to be rendered, Services to the Company upon the terms and conditions set out in this Agreement. The Company shall (i) use all such Services in substantially the same manner and for the same purposes as such Services were used by TDCC and its Affiliates immediately prior to the Effective Date (and for no other purpose) and (ii) endeavor in good faith to cease using such Services as soon as possible following the Effective Date but in any event no later than the termination date for any particular Service as set forth in Article 3 .

2.2 The Company agrees that TDCC may request any of its Affiliates to provide or assist in the provision of Services to the Company and to render ancillary administrative and support services to assist TDCC in performing its obligations hereunder; provided, however, that TDCC will remain responsible for performance of all Services provided hereunder.

2.3 TDCC may employ or cause to be employed Third Party contractors as it considers appropriate in its judgment to perform, or assist in the performance of, Services under this Agreement. TDCC shall remain responsible to the Company for the performance of all Services so contracted or performed; provided, however, that neither TDCC nor its Affiliates shall be liable for any interruption, disruption or downtime in the Services caused by acts or omissions of a Third Party contractor, unless such acts or omissions arose from the gross negligence or willful misconduct of such Third Party contractors, or any other Person other than TDCC or its Affiliates.

2.4 At its sole cost, the Company shall provide (except as prohibited by applicable Law or contractual obligation of confidentiality) the information to TDCC that, in the opinion of the Company or TDCC, TDCC reasonably requires in order to perform fully its duties under this Agreement.

2.5 In performing the Services hereunder, TDCC and the Company acknowledge and agree that TDCC, its Affiliates and their respective Representatives shall be considered independent contractors with respect to the Company. Nothing in this Agreement shall be construed to create the relationship of partnership, principal and agent, joint venturers, or fiduciary and beneficiary between or among the Parties. Additionally, TDCC shall have the exclusive authority and responsibility to select the means, manner and method of performing the Services described in Schedule 1 .

2.6 TDCC and its Affiliates and Third Party contractors (if any) that deliver Services to the Company pursuant to this Agreement shall be entitled to reasonable access to the applicable facilities and personnel of the Company upon advance request and as reasonably necessary to perform TDCC’s obligations hereunder, and such persons shall enter said facilities subject to, and comply with, the Company’s standard rules for safety and security, and such other reasonable rules or conditions the Company may impose, for its facilities. The Company shall take reasonable measures to ensure the safety of the employees or contractors of TDCC, its Affiliates or any Third Party contractors who visit the premises of the Company.

2.7 Where the consent of a Third Party is required for the provision of the Services, TDCC shall use commercially reasonable efforts at the Company’s sole cost to procure the consent, but shall not be in breach of this Agreement if a Third Party refuses to provide such consent.

To the extent a TDCC responsibility in any of the Services relies upon input, instructions or policies from the Company, TDCC will comply with reasonable input, instructions or policies of the Company, provided that until the Company provides such input, instructions or policies, TDCC may, at its option, either be excused from performing the Services, or perform the Services in accordance with its own applicable practices as of the date the Services are to be delivered.

2.8 Software Ownership Rights .

2.8.1. The Company acknowledges and agrees that: (i) nothing in this Agreement (including the provision of Services hereunder) shall be construed as transferring any ownership interest in any software of any Third Party or any licenses thereto (“ Third Party Software ”, and any such Third Party referred to as a “ Third Party Provider ”), or any proprietary software of TDCC or its Affiliates used in connection with the provision of the Services (“ TDCC Proprietary Software ”); (ii) it shall not obtain or claim any right, title or ownership interest in the Third Party Software or TDCC Proprietary Software, or any portion thereof or any Intellectual Property rights therein; and (iii) except for the rights granted to the Company hereunder, TDCC and its Affiliates (or the Third Party Providers, as applicable) shall retain all right, title and interest, including the Intellectual Property rights, in and to all portions of the Third Party Software and TDCC Proprietary Software, any derivative works, and any copies thereof.

2.8.2. The Company acknowledges and agrees that it shall not make any copies and shall have no right to receive copies of any Third Party Software or TDCC Proprietary Software except as transferred and permitted pursuant to the Purchase Agreement. The Company may not recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, TDCC’s or its Affiliates’ hardware or software. Upon termination of this Agreement or termination of any Service as provided under this Agreement, the Company shall deliver to TDCC all Third Party Software, all TDCC Proprietary Software, and any copies of any of the foregoing in the possession or control of the Company or any of its Affiliates, as the case may be. Where TDCC has given the Company access to Intellectual Property in connection with the Services and for a period of seven (7) years after expiration or termination of this Agreement, the Company will provide to TDCC or, at TDCC’s request, to the Third Party licensors of such Intellectual Property or independent auditors, access at reasonable hours to the Company’s personnel, the Company’s facilities, the Company’s records and other pertinent information, as TDCC or such Third Party licensor or independent auditors may reasonably request, to verify the Company’s compliance with this Section 2.8 . Except as otherwise provided under the Purchase Agreement, any hardware or other physical assets acquired by TDCC or its Affiliates during the term of this Agreement in order to provide the Services shall be owned and retained by TDCC or such Affiliates, unless the Company specifically paid or reimbursed TDCC or its Affiliates for any such hardware or other physical assets, in which case, TDCC or its Affiliate, as applicable, shall transfer to the Company, without charge, such hardware or physical assets upon the termination of this Agreement.

2.9 To the extent applicable in receiving the Services, the Company will, and will cause its personnel and the personnel of its Affiliates to, comply with TDCC’s Information Protection Security Policy and Terms of Use as outlined in Schedule 2 .

2.10 TDCC grants to the Company a limited, non-exclusive, non-assignable license to use the work processes used to execute tasks within Dow Systems owned by TDCC and/or its Affiliates that are provided to the Company in connection with the Services solely to the extent necessary for the Company to receive Services and execute its responsibilities under this Agreement. ANY TDCC WORK PROCESSES, SOFTWARE OR OTHER FORM OF INTELLECTUAL PROPERTY USED IN PROVIDING THE SERVICES ARE PROVIDED BY TDCC ON AN AS-IS BASIS AND TDCC EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO SUCH WORK PROCESSES OR INTELLECTUAL PROPERTY.

ARTICLE 3:
DURATION OF SERVICES

This Agreement shall commence on the Effective Date and shall terminate on the Termination Date, unless terminated earlier pursuant to Article 11 .

ARTICLE 4:
COMPENSATION

4.1 Service Fees

4.1.1. Commencing as of the Effective Date, the Service Fees for the Services provided by TDCC shall be as set forth in Schedule 1 and may be increased as indicated in Sections 4.1.3 and Schedule 1 . Any monthly Service Fees for Services commenced or terminated in accordance with this Agreement before the last day of a month shall be prorated based on the number of days remaining in such month.

4.1.2. Service Fees shall be invoiced to and paid in United States dollars, except to the extent another currency is specified in a Companion Agreement for payments due under that Companion Agreement.

4.1.3. If any Third Party costs associated with the provision of Services increase (including any new or additional Third Party costs), TDCC shall be entitled, upon at least ten (10) days’ prior written notice to the Company, to increase the Service Fees by a proportionate and nondiscriminatory amount to reflect such increase.

4.2 Companion Agreements

4.2.1. The Parties shall enter into, and/or cause any Affiliate of the Company receiving Services outside of the United States (each, a “ Service Recipient ”) and the TDCC Affiliate providing Services in the applicable country to enter into, as applicable, one or more Companion Agreements for the purpose of facilitating local billing of the Service Fees set forth in Schedule 1 . Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement.

4.2.2. The Company shall be fully responsible and liable for all obligations of the individual Service Recipients, and TDCC shall be fully responsible and liable for all obligations of itself or any of TDCC’s Affiliates, in each case to the same extent as if such failure to perform or comply was committed by the Company (in the case of the Service Recipients) or by TDCC (in the case of TDCC’s Affiliates).

4.2.3. The Company shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Service Recipient that has entered into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including damages) of each Service Recipient, to the same extent as if the Company were such Service Recipient, subject to the limitations of liability applicable under this Agreement. TDCC shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each TDCC Affiliate that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each Affiliate hereunder, to the same extent as if TDCC were such Affiliate, subject to the limitations of liability applicable under this Agreement.

4.3 TSA Execution Fee .

4.3.1. Subject to Section 4.3.2 , the Company shall pay to TDCC the TSA Execution Fee in immediately available funds on the Effective Date.

4.3.2. If and to the extent Section 2.3(a) and Schedule 2.3 of the Purchase Agreement requires a deferral of the TSA Execution Fee, TDCC and the Company agree that, notwithstanding Section 4.3.1 to the contrary, the portion of the TSA Execution Fee contemplated to be deferred pursuant to Section 2.3(a) and Schedule 2.3 of the Purchase Agreement shall not be payable on the Effective Date but instead shall be paid by the Company to TDCC on December 31, 2015. The remaining portion of the TSA Execution Fee not so deferred shall be paid to TDCC as provided in Section 4.3.1 on the Effective Date.

ARTICLE 5:
TAXES

5.1 All legally required sales tax, VAT or other similar taxes will be added to invoices submitted by TDCC to the Company, as well as TDCC’s or, where applicable, TDCC’s Affiliates’ or Third Party contractor’s reasonable out-of-pocket fees and expenses related to the performance of the Services.

5.2 If the Company is required by any applicable Law to deduct taxes from or in respect of any sum payable to TDCC hereunder, the Service Fees invoiced to the Company shall be increased as may be necessary so that, after making all such required deductions, TDCC receives an amount equal to the sum that would have been received had no such deductions been required.

ARTICLE 6:
INVOICING

6.1 TDCC will aggregate and invoice in a single invoice each month all of its Service Fees that are to be paid by the Company for such month. With each invoice, TDCC will provide reasonable supporting documentation with respect to the Service Fees included thereon, provided, however, that TDCC will not be required to divulge any Third Party pricing or other confidential information.

6.2 TDCC’s Service Fees will be invoiced monthly, in arrears, and the Company shall pay all invoices within thirty (30) days of the date of such invoice. Payments past due shall bear interest calculated on a per annum basis from but not including the date on which payment was due through and including the date of payment at a fluctuating interest rate equal at all times to the prime rate of interest announced publicly from time to time by Citibank, N.A., plus three percent (3%), but in no case higher than the maximum rate permitted by applicable Law.

6.3 The Company shall not be entitled to set off or reduce payments of the Service Fees by any amounts which it claims are owed to it by TDCC under this Agreement, the Purchase Agreement or any Related Agreement.

ARTICLE 7:
CONFIDENTIALITY

7.1 During the term of this Agreement and for a period of five (5) years after the expiration or termination hereof (or for any longer period as may be required by applicable Law or the terms of service of any Third Party contractor), each Party shall keep confidential any business or technical information provided to it by, or obtained from, the other Party (including oral disclosures that are subsequently confirmed in writing) and identified by the disclosing Party with the appropriate mark, stamp or legend as “Confidential” or “Proprietary” to such disclosing Party.

7.2 Except with respect to information or materials that are subject to restriction under privacy Laws or other Laws, no Party shall have any confidentiality restriction hereunder regarding any information or materials that:

7.2.1. at the time of disclosure are in the public domain or that, after disclosure, enter the public domain except as a result of a breach of this Agreement or any other obligation of confidentiality;

7.2.2. was in the possession of the receiving Party on a non-confidential basis prior to receipt of the same from the disclosing Party or its Affiliates;

7.2.3. are provided to such Party by a Third Party, except where the Third Party is subject to an obligation to maintain such information and materials in confidence;

7.2.4. are independently developed for such Party or its Affiliates by the employees or contractors of such Party or its Affiliates who do not have access to the other Party’s confidential information; or

7.2.5. the receiving Party is legally required to disclose to Governmental Authorities under applicable Law; provided, however, that all reasonable steps are taken to restrict further disclosure by such Governmental Authorities and the affected information so disclosed is not otherwise removed from the secrecy obligation.

7.3 The receiving Party, at the disclosing Party’s request, shall return all documentation and other materials furnished to it incorporating any of the disclosing Party’s proprietary or confidential information and shall destroy any documentation and other materials the receiving Party may have created incorporating any such proprietary or confidential information.

7.4 If the receiving Party is required by Law or Governmental Authority to disclose proprietary or confidential information, the receiving Party will use its best efforts to promptly notify the disclosing Party prior to such disclosure to enable the disclosing Party to seek a protective order at the disclosing Party’s sole expense. If the disclosing Party does not obtain such protective order, the receiving Party will request confidential treatment of proprietary or confidential information so disclosed.

ARTICLE 8:
STANDARD OF SERVICES; WARRANTIES; COMPLIANCE WITH LAW

8.1 TDCC warrants that it shall use substantially the same level of care in providing the Services as it does for itself and in no event less than a reasonable level of care. TDCC may change operational aspects of the Services or the way in which they are provided, or substitute them with other services so long as such changes are made in a nondiscriminatory manner and the Services are provided or procured to substantially the same level of care as its uses for itself. If changes or substitutions are made, TDCC shall use commercially reasonable efforts so that:

8.1.1. the Services are not disrupted; and

8.1.2. the change or substitution does not result in an increase in the Service Fees, unless the Company has agreed to the increase in advance.

8.2 The Company warrants that it will use, and cause its Affiliates approved to receive Services to use, the Services in accordance with all applicable Laws, including U.S. Laws and regulations governing the export, re-export, transfer or release of technical data to certain entities or destinations.

8.3 TDCC shall be under no obligation to materially alter or modify its operations, procedures, method of doing business, reporting mechanisms or information technology systems in connection with rendering any Service or causing any Service to be rendered hereunder.

8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 , NONE OF TDCC, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SERVICES, INCLUDING WITH RESPECT TO (A) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, (B) THE USE OF THE SERVICE BY COMPANY OR ANY OF ITS AFFILIATES AFTER THE RECEIPT THEREOF, OR (C) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY’S BUSINESS AFTER THE RECEIPT OF THE SERVICES.

8.5 If the Company notifies TDCC in writing of any Services that do not meet the standards in Section 8.1 (“ Substandard Services ”) no later than thirty (30) days after the Substandard Services were delivered, TDCC shall either correctly re-perform any Substandard Services without further cost to the Company or refund any amounts that the Company paid for such Services, at the discretion of TDCC. Except in the case of gross negligence or willful misconduct of TDCC, the corrective re-performance of Substandard Services or refund in accordance with this Section 8.5 shall be the sole and exclusive remedy of the Company (whether any such claim arises in contract, tort, breach of warranty or any other legal or equitable theory), and the total liability of TDCC for Substandard Services, and the Company waives any other recovery.

ARTICLE 9:
FORCE MAJEURE

9.1 If a Force Majeure Event is claimed by TDCC, TDCC shall orally notify the Company as soon as reasonably practicable after the occurrence of such Force Majeure Event.

9.2 TDCC will not be liable for any nonperformance or delay in performance of the terms of this Agreement when such nonperformance or delay is due to a Force Majeure Event.

9.3 Upon the occurrence of a Force Majeure Event, the same will, so far as possible, be remedied as expeditiously as possible using commercially reasonable efforts. It is understood and agreed that nothing in this Section 9.3 shall require the settlement of strikes, lockouts or industrial disputes or disturbances by acceding to the demands of any opposing party therein when such course is inadvisable in the discretion of TDCC.

ARTICLE 10:
LIABILITY AND INDEMNITY

10.1 Subject to the applicable limitations set forth in this Article 10 , and except as expressly provided in Section 10.2 , the Company shall indemnify, defend, and hold TDCC, TDCC’s Affiliates, and Third Party contractors providing the Services, together with each of their respective directors, officers and employees, harmless from and against any and all Losses based upon or related to the Services performed for the Company hereunder, even if such Losses were the result of the negligence or strict liability of TDCC, any Affiliate of TDCC or any Third Party contractor providing the Services or any of their respective directors, officers, employees, contractors or agents.

10.2 Subject to the applicable limitations set forth in this Article 10 , TDCC shall indemnify, defend, and hold the Company, its directors, officers and employees, harmless from and against any and all Losses based upon or related to the Services performed for the Company hereunder to the extent that any such Losses were caused by the gross negligence or willful misconduct of TDCC.

10.3 In no event shall TDCC, TDCC’s Affiliates or Third Party contractors providing the Services be liable to the Company or the Company’s Affiliates for indirect, incidental, consequential (including lost profits) or punitive damages; provided, however, that this limitation shall not apply to any indirect, incidental, consequential (including lost profits) or punitive damages asserted or awarded to any Third Party for which TDCC would otherwise be responsible under Section 10.2 .

10.4 Any cause of action that either Party may have against the other Party, such other Party’s Affiliates, or its or their Third Party contractors (if any) providing the Services that may arise under or in connection with the Services or this Agreement must be commenced within two (2) years after the cause of action has accrued, or shall be deemed to have been waived and withdrawn.

10.5 Notwithstanding anything else herein to the contrary, the maximum aggregate liability of TDCC, Affiliates of TDCC and Third Party contractors providing the Services to the Company under or in connection with this Agreement shall not exceed and shall be limited to the amount of the Service Fees actually received by TDCC from the Company for the Service with respect to which the claim is made during the six (6) months preceding the last act or omission giving rise to such damages or, in the event such last act or omission occurs during the first six (6) months following the Effective Date, an amount equal to six (6) times the Service Fees paid in the month preceding such last act or omission for the Service with respect to which the claim is made. TDCC may, in its sole discretion, replace any Services to which any indemnified damages are attributable in mitigation of such damages.

10.6 Except for any claims seeking equitable relief in connection with the failure of any Party to perform its covenants or agreements hereunder, the Parties, for themselves and their respective Affiliates, agree that the provisions of this Article 10 shall be the exclusive remedies of the Parties (and their respective Affiliates) with respect to the subject matter of this Agreement and the Parties (and their respective Affiliates) shall not be entitled to any further indemnification, contribution, recovery or other rights or claims of any nature whatsoever in respect thereof (whether under this Agreement or under any common law theory or any statute or other Law or otherwise), all of which the Parties hereby waive.

10.7 The Company agrees that any and all claims, disputes or demands that the Company or any Affiliate of the Company may have that is in any way related to the provision of the Services (whether the Service(s) in question was provided by TDCC, an Affiliate of TDCC or a Third Party contractor of TDCC) shall only be asserted against TDCC (and not against an Affiliate or Third Party contractor of TDCC) under and pursuant to the terms of this Agreement.

ARTICLE 11:
TERMINATION

11.1 The Company may terminate this Agreement (in whole) at any time upon at least ninety (90) days’ prior written notice to TDCC. The Company may also terminate less than all of the Services subject to Section 11.2 , subject to the written notice periods set forth therein.

11.2 Termination of Highly Integrated Services . If the Company wishes to terminate any Service designated in Schedule 1 as “Highly Integrated” without also terminating all of the other Services under this Agreement, the Company shall request that TDCC evaluate the cost and operational impact of terminating such Highly Integrated Services using the and other subject matter experts for the affected Services. Such evaluation shall take into account, as applicable, the scope of integrated service dependencies, interfaces necessary to continue to provide ongoing Services, the data elements necessary for the Company to bid replacement services, and the recommendations for components of Disengagement Services necessary to accomplish the migration of the relevant services to the Company or a third party. The Parties shall work together in good faith to find a mutually acceptable approach for

the termination of such Highly Integrated Services. If the Parties agree on an approach for terminating such Highly Integrated Services, such Highly Integrated Services shall be terminated in accordance with such approach. TDCC will notify the Company if the Company selects an approach for removing Highly Integrated Services that would have an adverse impact on TDCC’s costs to provide and/or its ability to perform the remaining Services (it being understood that the evaluation of such impact on TDCC’s costs shall only consider the resulting costs of providing remaining Services post termination of the requested Highly Integrated Services and shall not include any impact on TDCC’s costs with respect to maintaining or providing such terminated Service for or to any other party). The Company may then either choose to proceed with its approach or withdraw its request. If the Company elects to proceed with its proposed approach for removing the Highly Integrated Services, (1) the Company shall be responsible for any resulting increase in the Service Fees associated with the additional costs incurred by TDCC (as determined in accordance with the Price Adjustment Process in Schedule 1-D ); (2) TDCC shall have the right to terminate any remaining Services that cannot be practicably provided as a result of the removal of the Highly Integrated Services. The Parties shall document the approach and any resulting impact on the remaining Services and Service Fees in writing prior to proceeding with the removal of the Highly Integrated Services.

11.2.1. Services Other Than Highly Integrated Services . If the Company desires to terminate for convenience any Services that are not Highly Integrated Services, it will provide the amount of notice (i) mutually determined by the Parties’ representatives in good faith, taking into account (A) the complexity of the Service(s) to be terminated and (B) any reasonably anticipated Disengagement Services required. If the Parties’ representatives are not able to agree on a specific notice period, then it will be thirty (30) days from the date on which notice to terminate is received by TDCC from the Company.

11.2.2. In the event of any termination of Services, such termination shall not in any event entitle the Company or any third party to use the TDCC Systems or any Intellectual Property owned or licensed by TDCC or its Affiliates and supplied to the Company under this Agreement for the performance of the terminated Services, nor shall it entitle the Company or require TDCC to disclose any of TDCC’s Confidential Information to any third parties; provided, however that so long as TDCC is continuing to provide the Information Technology Services described in Schedule 1-B, the Company shall have the license rights set forth in Section 2.10 .

11.2.3. Unless otherwise agreed upon by the Parties or required by the terms of this Agreement, the termination of any Services shall be effective as of a calendar month end.

11.2.4. The Price Adjustment Process in Schedule 1-D shall apply in the event of a termination of any Services (among other Price Adjustment Events).

11.3 TDCC may terminate this Agreement or suspend performance of its obligations hereunder in the event the Company (i) fails to pay any invoice sent to the Company pursuant to Article 6 within thirty (30) days of the invoice date or (ii) materially breaches this Agreement (other than as described in clause (i) above) and fails to cure such breach within fifteen (15) days after TDCC sends the Company written notice of such breach.

11.4 The Parties may mutually agree in writing to terminate this Agreement or any portion thereof at any time.

11.5 Either Party may terminate this Agreement, upon written notice having immediate effect, in the event that the other Party (i) files for bankruptcy, (ii) becomes or is declared insolvent, or is the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver or similar officer, (iii) makes an assignment for the benefit of all or

substantially all of its creditors, (iv) takes any corporate action for its winding-up, dissolution or administration or (v) enters into an agreement for the extension or readjustment of substantially all of its obligations or if it suffers any foreign equivalent of the foregoing.

11.6 Except as provided in Section 11.9 and subject to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligations to the other Party in respect of the part or parts of this Agreement that have been terminated.

11.7 Commencing (i) upon expiration of the term of this Agreement, (ii) upon receiving the Company’s notice of termination, or (iii) upon TDCC’s notice of termination pursuant to this Section 11 of the Agreement, and continuing for a period not to exceed ninety (90) days (or, if less, the remaining term of this Agreement) after the applicable commencement date, TDCC will provide Disengagement Services reasonably requested by the Company, subject to the Parties’ mutual agreement on the price of such Disengagement Services; provided that if this Agreement is terminated by TDCC pursuant to this clause (i) of Section 11.3 due to the Company’s failure to make payment when due, TDCC’s obligation to provide Disengagement Services shall be conditioned upon the Company paying all past-due amounts and paying monthly in advance for all further Services including Disengagement Services. The Disengagement Services shall be agreed to in writing by the Parties. The Company will remain responsible for the Service Fees for ongoing Services during the period of disengagement, which shall be the same as the Service Fees for the ongoing Services otherwise provided for in this Agreement.

11.8 Upon termination of this Agreement, each Party shall return or deliver to the other Party all proprietary or confidential information received from the other Party and shall take all reasonable measures to expunge such information from any computer, word processor or other device containing such information; provided, however, that (i) a Party shall not be required to expunge electronic material in backup or archive storage where to do so would be commercially impracticable and the material is unavailable to general users or if the material is only retrievable using forensic computer recovery techniques, which electronic material (if any) shall remain subject to such Party’s obligations under this Agreement and (ii) TDCC shall not be required to return, deliver or delete data or information that is commingled with data or information of TDCC, that pertains to time periods prior to the Effective Date, or that is stored by TDCC other than in electronic form; provided, however, that any confidential information of the Company that is retained by TDCC shall be continue to be subject to the obligations of Article 7 .

11.9 Upon the earlier to occur of (x) the Termination Date or (y) the applicable Service Termination Date of the Services to which such equipment or other assets relate, the Company shall, at its sole cost and expense, promptly return or deliver to TDCC or its designated Affiliate any equipment or other assets owned by or leased to TDCC, its Affiliates or any Third Party contractor that are in the possession of the Company in connection with the provision of such Services.

11.10 Upon termination of this Agreement, the Company shall immediately pay all amounts accrued for Services and work performed prior to the applicable Service Termination Date that have not already been paid.

11.11 The Surviving Provisions, together with any other clause reasonably intended to survive termination, shall survive termination of this Agreement or a Service.

ARTICLE 12:
NOTICES

Any notice, request, instruction or other document to be given hereunder by a Party shall be in writing and shall be deemed to have been given (i) when received if given in person or by courier or a courier service or (ii) on the date of transmission if sent by facsimile transmission (receipt confirmed) or electronic mail (read receipt requested, with confirmation not to be unreasonably withheld or delayed) on a Business Day during or before the normal business hours of the intended recipient, and if not so sent on such a day and at such a time, on the following Business Day:

If to TDCC:

The Dow Chemical Company

East End Building

715 E. Main St.

Midland, Michigan 48674

Attention: Dow Services Business, Business Development Manager, M&A

Facsimile: (989) 633-4122

with a copy to:

The Dow Chemical Company

2030 Dow Center

Midland, Michigan 48674

Attention: Business Services Legal Group

Facsimile: (989) 636-7594

If to the Company:

Boulevard Acquisition Corp.

399 Park Avenue, 6th Floor

New York, NY 10022

Attention: Stephen S. Trevor

Facsimile: (212) 878-3545

with a copy to

Greenberg Traurig LLP

200 Park Avenue

New York, NY 10166

Attention: Alan I. Annex

Facsimile: (212) 801-6400

or to such other individual or address as a Party may designate for itself by written notice given as herein provided.

ARTICLE 13:
MISCELLANEOUS

13.1 Entire Agreement

Subject to the applicable provisions of the Purchase Agreement, this Agreement, together with the Schedules attached hereto, sets forth the entire agreement and understanding of the Parties with respect to

the transactions contemplated hereby and thereby and supersedes and replaces any and all prior agreements, arrangements and understandings, written or oral, between the Parties relating to the subject matter hereof. Neither Party, with respect to the subject matter hereof, will be liable or bound to the other Party in any manner by any warranties, representations or covenants, other than those set forth in this Agreement.

13.2 Interpretation and Rules of Construction

The headings preceding the text of Articles and Sections included in this Agreement and the headings to Schedules attached hereto are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” herein shall in all cases mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument shall mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to Articles, Sections, clauses or Schedules shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of, or Schedule to, this Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein.

13.3 Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

13.4 Amendment and Waiver

This Agreement may be amended, modified or supplemented only by an instrument in writing signed by both Parties. Except as otherwise expressly provided herein, the failure of a Party at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. No waiver by a Party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless it is in a writing signed by such Party, and no waiver in any one (1) or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

13.5 Assignment; Third Party Beneficiaries

13.5.1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that no assignment of this Agreement or any rights or obligations hereunder, by operation of law or otherwise, may be made by either Party without the written consent of the other Party, other than to an Affiliate of TDCC. TDCC may assign this

Agreement to any Affiliate upon thirty (30) days’ prior written notice to the Company. Any purported assignment in violation of this Agreement shall be null and void ab initio .

13.5.2. Except for Article 10 , this Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns and, to the extent provided herein, their respective Affiliates, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

13.6 Governing Law; Jurisdiction; Waiver of Jury Trial

13.6.1. This Agreement shall be governed exclusively by and construed and enforced exclusively in accordance with the internal laws of the State of Delaware without giving effect to the principles of conflicts of law thereof.

13.6.2. Each Party hereby: (i) agrees that any Proceeding in connection with or relating to this Agreement or any matters contemplated hereby, shall be brought exclusively in the Delaware Court of Chancery (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court located in the City of Wilmington, Delaware); (ii) consents and submits to personal jurisdiction in connection with any such Proceeding in any such court described in clause (i) of this Section 13.6.2 and to service of process upon it in accordance with the rules and statutes governing service of process; (iii) waives to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such Proceeding in any such court or that any such Proceeding was brought in an inconvenient forum; (iv) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of process and documents in any Proceeding in such courts; (v) agrees to notify the other Party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly designate another agent in the State of Delaware to serve in place of such agent and deliver to the other Party written evidence of such substitute agent’s acceptance of such designation; (vi) agrees as an alternative method of service to service of process in any such Proceeding by mailing of copies thereof to such Party at its address set forth in Article 12 ; (vii) agrees that any service made as provided herein shall be effective and binding service in every respect; and (viii) agrees that nothing herein shall affect the rights of either Party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY SCHEDULES ATTACHED HERETO OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

13.7 Language of Agreement

All correspondence and written communications among and between the Parties with respect to Services shall be in the English language. TDCC and the Company agree that the language used in this Agreement is the language chosen by the Parties to express their mutual intent, and that no rule of strict construction is to be applied against TDCC or the Company. Each of TDCC and the Company and their respective counsel have reviewed and negotiated the terms of this Agreement.

13.8 Counterparts

This Agreement may be executed in any number of counterparts (including by .pdf file exchanged via email or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF this Agreement has been duly executed as of the day and year first written above.

THE DOW CHEMICAL COMPANY		AGROFRESH INC.


By:	/s/ Mark Gibson	By:	/s/ Stanton J. Howell


Name: Mark Gibson		Name: Stanton J. Howell

Title: Authorized Representative		Title: President

Exhibit 10.5

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT (this “ Agreement ”) is made as of July 31, 2015 by and among Boulevard Acquisition Corp., a Delaware corporation (the “ Company ”), Rohm & Haas Company, a Delaware corporation (“ ROH ”), Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “ Sponsor ”), and The Dow Chemical Company, a Delaware corporation (“ TDCC ”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Purchase Agreement (as hereinafter defined).

RECITALS

WHEREAS, the Company and TDCC have entered into that certain Stock Purchase Agreement, dated as of April 30, 2015 (as amended, modified, supplemented or waived from time to time, the “ Purchase Agreement ”);

WHEREAS, on the date hereof, the Company, ROH and TDCC are entering into certain ancillary agreements in connection with the consummation of the transactions contemplated by the Purchase Agreement;

WHEREAS, the Company and Continental Stock Transfer & Trust Company, as warrant agent, have entered into to that certain Warrant Agreement, dated as of February 12, 2014 (the “ Warrant Agreement ”), governing (i) 11,025,000 warrants, each warrant exercisable to purchase one share of the common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), issued in connection with the Company’s initial public offering (the “ Public Warrants ”), and (ii) 6,160,000 warrants, each warrant exercisable to purchase one share of the Common Stock, purchased by the Sponsor pursuant to that certain Sponsor Warrants Purchase Agreement, dated as of November 19, 2013, as amended and restated, by and between Company and the Sponsor (the “ Private Placement Warrants ” and, together with the Public Warrants, the “ Warrants ”); and

WHEREAS, the Company’s execution and delivery of this Agreement is a condition to TDCC’s obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

AGREEMENT

1. Purchase of Warrants by the Company . Commencing upon the date hereof and until 5:00 p.m. Eastern Standard Time on the date that is nine (9) months from the Closing Date (the “ Purchase Deadline ”), the Company will purchase, in the aggregate and at such times in its sole discretion, ten million dollars ($10,000,000) in Public Warrants in the open market at a purchase price per whole Public Warrant of no more than $1.25 per whole Public Warrant; provided that in the event that the Company shall not have purchased Public Warrants in such aggregate dollar amount immediately prior to the Purchase Deadline, the Sponsor may, at its option, sell to the Company Private Placement Warrants at $1.00 per Private Placement Warrant to satisfy such obligation (any such purchased Warrants, the “ Purchased Warrants ”); provided

further that in no event shall the Company be obligated to purchase more than 10,000,000 Warrants in total. The Purchased Warrants shall be cancelled and terminated by the Company.

2. Issuance of Warrants to ROH . The Company shall issue warrants to purchase shares of the Common Stock to ROH representing sixty-six and two-thirds percent (66 2/3%) of the Purchased Warrants (rounded up to the next whole Warrant), at no cost to ROH and on terms and conditions that are identical to the Public Warrants (the “ TDCC Warrants ”), no later than the Purchase Deadline.

3. Make-Up Warrants . In the event that the Company has not issued to ROH an aggregate of 6,000,000 TDCC Warrants on or prior to the Purchase Deadline, (a) the Sponsor will transfer to the Company, at no cost to the Company, the number of Warrants equal to one-half (1/2) of the difference between (i) 6,000,000 and (ii) the number of TDCC Warrants issued by the Company to ROH on or prior to the Purchase Deadline (the difference between clause (i) and clause (ii) being, the “ Make-Up Warrant Amount ”) and such transferred Warrants shall be cancelled and terminated by the Company and (b) the Company will issue such number of TDCC Warrants equal to the Make-Up Warrant Amount. From the date hereof until the Purchase Deadline, none of Sponsor and its Affiliates will purchase or otherwise acquire (including through any hedging transaction) any Public Warrants or any rights therein.

4. Miscellaneous .

(a) Entire Agreement . Subject to the applicable provisions of the Purchase Agreement, this Agreement sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and thereby and supersedes and replaces any and all prior agreements, arrangements and understandings, written or oral, between the parties relating to the subject matter hereof.

(b) Further Assurances . On and after the execution of this Agreement, each party hereto shall execute and deliver to any other party such documents, agreements and other instruments as may be reasonably requested by such other party and are required to effectuate the transactions contemplated by this Agreement.

(c) Amendments and Waivers . This Agreement may be amended, modified or supplemented only by an instrument in writing signed by the parties hereto. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term or covenant contained in this Agreement shall be effective unless it is in a writing signed by such Party.

(d) Assignment; No Third Party Beneficiaries . This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

If to the Company, addressed as follows:

Boulevard Acquisition Corp.
399 Park Avenue, 6 th Floor
New York, NY 10022
Attention: Stephen S. Trevor
Facsimile: (212) 878-3545

with a copy to:

Greenberg Traurig LLP
200 Park Avenue
New York, NY 10166
Attention: Alan I. Annex
Facsimile: (212) 805-9323

If to the Sponsor, addressed as follows:

Boulevard Acquisition Sponsor, LLC
399 Park Avenue, 6 th Floor
New York, NY 10022
Attention: Steven S. Trevor
Facsimile: (212) 878-3545

with a copy to:

Greenberg Traurig LLP
200 Park Avenue
New York, NY 10166
Attention: Alan I. Annex
Facsimile: (212) 805-9323

If to TDCC, addressed as follows:

The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
Attention: Corporate Director, M&A
Facsimile: (989) 636-8907

with copies to:

The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
Attention: Executive Vice President and General Counsel
Facsimile: (989) 638-9397

and

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Attention: Marc F. Sperber
Facsimile: (312) 706-8208

If to ROH, addressed as follows:

Rohm and Haas Company

100 Independence Mall West

Philadelphia, PA 19106-2399

Attn: Chief Legal Officer

Facsimile: (215) 592-3227

with copies to:

The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
Attention: Executive Vice President and General Counsel
Facsimile: (989) 638-9397

and

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Attention: Marc F. Sperber
Facsimile: (312) 706-8208

* * * * *

IN WITNESS WHEREOF, the parties have executed this Warrant Purchase Agreement as of the date first written above.

	BOULEVARD ACQUISITION CORP.

	By:	/s/ Stephen S. Trevor
		Name: Stephen S. Trevor
		Title: President, Chief Executive Officer and Secretary


	BOULEVARD ACQUISITION SPONSOR, LLC

	By:	/s/ Sonia Gardner
		Name: Sonia Gardner
		Title: Managing Member


	THE DOW CHEMICAL COMPANY

	By:	/s/ Mark Gibson
		Name: Mark Gibson
		Title: Authorized Representative


	ROHM & HAAS COMPANY

	By:	/s/ Mark Gibson
		Name: Mark Gibson
		Title: Chief Financial Officer and Treasurer

[Signature page to Warrant Purchase Agreement]

Exhibit 21.1

SUBSIDIARIES OF AGROFRESH SOLUTIONS, INC.

Subsidiary Legal Name		State or Country of Incorporation

AF Solutions Holdings LLC		Delaware

AgroFresh Inc.		Illinois

Athena Argentina S.R.L.		Argentina

Athena Chemicals Australia Pty Ltd.		Australia

Athena Belgium B.V.B.A.		Belgium

Athena Brasil Productos Químicos Ltda.		Brazil

Athena Canada ULC		Canada

Athena Chile Comercial Limitada		Chile

Athena Chemicals Technology Consulting (Shanghai) Company Limited		China

AF Holding France SAS		France

Athena Chemicals GmbH		Germany

Athena Italy S.R.L.		Italy

Athena Chemicals Japan LLC		Japan

Athena Chemicals Korea Ltd.		Korea

Athena Netherlands B.V.		Netherlands

Athena New Zealand Limited		New Zealand

Athena Polska Sp. z o.o.		Poland

Athena Chemicals Singapore Pte. Ltd.		Singapore

Athena Chemicals South Africa (Pty) Ltd		South Africa

Athena Chemicals Spain, S.L.		Spain

Athena Chemicals Switzerland GmbH		Switzerland

Athena Turkey Kimyasal Urunler Limited Sirketi		Turkey

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless otherwise stated, references to AgroFresh in this section generally refer to the Business as historically conducted on an integrated basis by AgroFresh Inc. and through operations within other subsidiaries of TDCC globally. Such references coincide with the scope of the business in the historical carve-out financial statements of “The AgroFresh Business” incorporated herein by reference to the Proxy Statement filed July 16, 2015.

The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 and for the year ended December 31, 2014, gives pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on January 1, 2014. The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2015 assumes that the Business Combination and the related proposed financing transactions were completed on March 31, 2015.

The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2015 was derived from the Unaudited Combined Balance Sheet of the carve-out financial statements of AgroFresh, which historically operated as a combination of an indirect wholly-owned subsidiary and operations within other subsidiaries of TDCC, and Boulevard’s unaudited condensed balance sheet, in each case, as of March 31, 2015. The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 was derived from the unaudited Combined Statements of Income and Comprehensive Income of the carve-out financial statements of AgroFresh for the three months ended March 31, 2015 and Boulevard’s unaudited condensed statement of operations for the three months ended March 31, 2015. The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the year ended December 31, 2014 was derived from the audited Combined Statements of Income and Comprehensive Income of the carve-out financial statements of AgroFresh for the year ended December 31, 2014 and Boulevard’s audited statement of operations for the year ended December 31, 2014.

The Business Combination will be accounted for using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”). The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying Unaudited Pro Forma Condensed Combined Financial Information.

The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 and the year ended December 31, 2014 are not necessarily indicative of what the actual results of operations would have been had the Business Combination and related proposed financing transactions taken place on the date indicated, nor is it indicative of the future consolidated results of operations of the post-Transaction company. The Unaudited Pro Forma Condensed Combined Financial Information should be read in conjunction with the accompanying notes and the sections entitled “Information About AgroFresh” (beginning on page 175 in the Proxy Statement,) “AgroFresh Management’s Discussion and Analysis of Financial Condition and Results of Operations” (page 7 of the Current Report on Form 8-K filed August 6, 2015) the historical financial statements and notes thereto of Boulevard and the historical carve-out Combined Financial Statements and notes thereto of AgroFresh (beginning on F-2 to the Proxy Statement).

The Unaudited Pro Forma Condensed Combined Financial Information has been prepared to illustrate the effect of the Business Combination and related financing transactions and has been prepared for informational purposes only and should not be relied upon. The historical consolidated financial statements have been adjusted in the Unaudited Pro Forma Condensed Combined Financial Information to give effect to pro forma events that are (1) directly attributable to the Business Combination and related financing transactions, (2) factually supportable and (3) with respect to the statement of operations and comprehensive income, expected to have a material continuing impact on the results of the post-Transaction company.

The Unaudited Pro Forma Condensed Combined Financial Information is presented considering there were no shares of Boulevard Common Stock redeemed prior to the Closing.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2015

($ in thousands)	AgroFresh		Boulevard			Pro Forma Adjustments for Financing			Notes	Pro Forma Adjustments for Business Combination			Notes	Pro Forma Combined
Assets:
Cash	$	—	$	527		$	425,000		3a	$	215,504		3d	$	27,185
	—		—			(14,141		)	3b	(635,000		)	3e	—
	—		—			50,000			3c	(14,705		)	3f	—
Accounts & Notes Receivable:	—		—			—				—				—
Trade (net of allowance)	40,943		—			—				—				40,943
Other	851		—			—				(765		)	3g	86
Prepaids and other assets	—		63			—				—				63
Inventories	14,251		—			—				—				14,251
Deferred income taxes—current	2,574		—			—				(2,574		)	3g	—
Total current assets	58,619		590			460,859				(437,540		)		82,528
Property, net	4,008		—			—				—				4,008
Goodwill	155,953		—			—				(74,199		)	3h	81,754
Other intangibles	88,832		—			—				774,168			3i	863,000
Deferred income taxes—noncurrent	611		—			—				(611		)	3g	—
Investments held in Trust Account	—		220,504			—				(220,504		)	3d	—
Other Assets	694		—			14,141			3b	7,965			3j	22,800
Total assets	$	308,717	$	221,094		$	475,000			$	49,279			$	1,054,090
Liabilities:
Due to related party	$	—	141			$	—			$	—			$	141
Accounts payable:
Trade	5,204		—			—				—				5,204
Other	3,429		45			—				(1,301		)	3g	2,173
Deferred revenue—current	2,000		—			—				(2,000		)	3g	—
Income taxes payable—current	9,148		—			—				(9,148		)	3g	—
Deferred income taxes—current	32		—			—				(32		)	3g	—
Accrued and other current liabilities	2,211		227			—				(449		)	3g	1,989
Short-term portion of long-term debt	—		—			17,000			3a	—				17,000
Total current liabilities	22,024		413			17,000				(12,930		)		26,507
Long-term debt	—		—			408,000			3a	—				408,000
Deferred revenue—noncurrent	3,833		—			—				(3,833		)	3g	—
Deferred income taxes—noncurrent	24,608		—			—				(24,608		)	3g	—
Accrued liabilities—noncurrent	2,850		7,717			—				147,879			3k	158,446
Total liabilities	53,315		8,130			425,000				106,508				592,953
Redeemable equity	—		207,964			—				(207,964		)	3m	—
Equity:
Net parent investment	254,678		—			—				(254,678		)	3l	—
Preferred Stock	—		—			—				—				—
Common Stock	—		1			1			3c	4			3n	6
Additional paid-in capital	—		5,978			49,999			3c	417,960			3n	473,937
Accumulated deficit	—		(979		)	—				(11,827		)	3o	(12,806		)
Accumulated OCI	724		—			—				(724		)	3l	—
Total equity	255,402		5,000			50,000				150,735				461,137
Total liabilities and combined equity	$	308,717	$	221,094		$	475,000			$	49,279			$	1,054,090

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income

For the three months ended March 31, 2015

($ in thousands)	AgroFresh			Boulevard			Pro Forma Adjustments for Business Combination			Notes	Pro Forma Adjustment for Debt Financing			Notes	Pro Forma Combined
Net Sales	$	32,796		$	—		$	(500	)	4a	$	—			$	32,296
Cost of sales	5,007			—			—				—				5,007
Research and Development	4,583			—			—				—				4,583
Selling, General, and Administrative	6,362			306			147			4b	—				6,815
Amortization	7,267			—			3,521			4c	—				10,788
Interest expense	—			—			—				6,662			4d	6,662
Sundry expense—net	1			(1		)	—				—				—
Income (Loss) before income taxes	9,576			(305		)	(4,168		)		(6,662		)		(1,559		)
Provision for income taxes	7,096			—			(1,542		)	4e	(2,465		)	4e	3,089
Net income (loss)	$	2,480		$	(305	)	$	(2,626	)		$	(4,197	)		$	(4,648	)
Other comprehensive income (loss):
Translation adjustments, net of tax	(1,334		)	—			—				—				(1,334		)
Comprehensive income	$	1,146		$	(305	)	$	(2,626	)		$	(4,197	)		$	(5,982	)
Earnings (loss) per share—basic & dilluted	n/a			$	(0.045	)	$	(0.06	)						$	(0.09	)
Weighted average shares outstanding—basic & diluted	n/a			6,736,000			43,204,548			5a					49,940,548

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income

For the year ended December 31, 2014

($ in thousands)	AgroFresh			Boulevard			Pro Forma Adjustments for Business Combination			Notes	Pro Forma Adjustment for Debt Financing			Notes	Pro Forma Combined
Net Sales	$	180,508		$	—		$	(2,000	)	4a	$	—			$	178,508
Cost of sales	30,659			—			—				—				30,659
Research and Development	19,399			—			—				—				19,399
Selling, General, and Administrative	31,534			677			1,175			4b	—				33,386
Amortization	29,656			—			13,494			4c	—				43,150
Interest expense	—			—			—				26,803			4d	26,803
Sundry expense—net	4			(3		)	—				—				1
Income (Loss) before income taxes	69,256			(674		)	(16,669		)		(26,803		)		25,110
Provision for income taxes	41,399			—			(6,167		)	4e	(9,917		)	4e	25,315
Net income (loss)	$	27,857		$	(674	)	$	(10,502	)		$	(16,886	)		$	(205	)
Other comprehensive income (loss):
Translation adjustments, net of tax	(4,323		)	—			—				—				(4,323		)
Comprehensive income	$	23,534		$	(674	)	$	(10,502	)		$	(16,886	)		$	(4,528	)
Earnings (loss) per share—basic & dilluted	n/a			$	(0.10	)	$	(0.24	)						$	(0.00	)
Weighted average shares outstanding—basic & diluted	n/a			6,613,000			43,327,548			5b					49,940,548

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of Transaction

Pursuant to the Purchase Agreement, Boulevard acquired all of the issued and outstanding shares of capital stock of AgroFresh Inc., an indirect wholly owned subsidiary of TDCC. For purposes of the Unaudited Pro Forma Condensed Combined Financial Information, the Business Combination purchase price is deemed to be $991.7 million. In accordance with relevant accounting rules, this figure reflects:

· the $810 million purchase price in cash and shares of Boulevard Common Stock specified in the Purchase Agreement (comprised of $635 million in cash and 17.5 million shares of Boulevard Common Stock with a deemed value of $10 per share);

· an increase in the fair value of the consideration paid in the form of shares by valuing such shares at $12.00 per share (the closing sales price of the shares on July 31, 2015 as reported on The NASDAQ Capital Market);

· an assumed risk adjusted present value (fair value) of the potential additional deferred payment which may be payable to TDCC in 2018 (see “Proposal No. 1—Approval of the Business Combination—The Purchase Agreement—Consideration” which is incorporated herein by reference to the Proxy Statement);

· an assumed risk adjusted present value (fair value) of the payments to be made by AgroFresh to TDCC over time under the Tax Receivable Agreement (see “Proposal No. 1—Approval of the Business Combination—The Tax Receivables Agreement” which is incorporated herein by reference to the Proxy Statement);

· a fair value of the warrants to be received by TDCC under the Warrant Purchase Agreement of $3.17 per warrant, which is the closing sales price of the warrants on July 31, 2015, as reported on The NASDAQ Capital Market (see “Proposal No. 1—Approval of the Business Combination—The Warrant Purchase Agreement” which is incorporated herein by reference to the Proxy Statement).

The amounts described above in respect of the additional deferred payment and the Tax Receivable Agreement are presented herein in the aggregate and referred to as the “Contingent Consideration”.

2. Basis of Presentation

The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2015 assumes that the Business Combination and the related proposed financing transactions were completed on March 31, 2015. The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 and the year ended December 31, 2014 gives pro forma effect to the Business Combination and the related financing transactions as if they had occurred on January 1, 2014. The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2015 was derived from the Unaudited Combined Balance Sheets of the carve-out financial statements of AgroFresh and the unaudited condensed balance sheet of Boulevard, in each case, as of March 31, 2015. The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 was derived from the unaudited Combined Statements of Income and Comprehensive Income of the carve-out financial statements of AgroFresh for the three months ended March 31, 2015 and Boulevard’s unaudited condensed statement of operations for the three months ended March 31, 2015. The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the year ended December 31, 2014 was derived from the audited Combined Statements of Income and Comprehensive Income of the carve-out financial statements of AgroFresh and the audited statement of operations of Boulevard, in each case for the year ended December 31, 2014.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Continued)

2. Basis of Presentation (Continued)

The Unaudited Pro forma Condensed Combined Financial Information was prepared using the acquisition method of accounting and was based on the audited historical financial information of AgroFresh and Boulevard. The acquisition method of accounting, based on ASC 805, uses the fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). The historical consolidated financial information has been adjusted in the accompanying Unaudited Pro Forma Condensed Combined Financial Information to give effect to pro forma events that are (i) directly attributable to the Business Combination and the related financing transactions, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of operations and comprehensive income expected to have a material continuing impact on the consolidated results. Unless indicated otherwise, all amounts presented in the Unaudited Pro Forma Condensed Combined Financial Information section are in thousands, except per share information.

ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under GAAP, expands disclosures about fair value measurements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold and/or to value assets at a fair value measurement that do not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. ASC 805 requires, among other things, that most assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date.

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The estimated allocation of the purchase price discussed below is preliminary. The final allocation of the purchase price will be determined at a later date and is dependent on the final evaluation of AgroFresh’s tangible and identifiable intangible assets acquired and liabilities assumed. Such final adjustments, including increases or decreases to depreciation or amortization resulting from the allocation of purchase price to depreciable property, plant and equipment and amortizable intangible assets, respectively, may be material. The allocation is expected to occur within one year of the consummation of the Business Combination and any necessary adjustments will be reflected in Boulevard’s financial statements accordingly.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Continued)

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (Continued)

The preliminary consideration and allocation of the purchase price to the fair value of AgroFresh’s assets acquired and liabilities assumed as if the acquisition date was March 31, 2015 is presented as follows (in thousands):

	Notes	Pro Forma
Calculation of consideration
Cash consideration		$	635,000
Stock issued to TDCC at fair value	3p	210,000
Warrants issued to TDCC at fair value	3q	19,020
Purchase price		864,020
Contingent consideration		127,689
Total consideration to be transferred		991,709
Recognized amounts of identifiable assets acquired and liabilities assumed
Book value of AgroFresh net assets		255,402
Less: Assets not transferring with the transaction		(3,950		)
Plus: Liabilities not assumed with the transaction		42,316
Less: Historical AgroFresh goodwill		(155,953		)
Less: Historical AgroFresh intangible assets		(88,832		)
Total—recognized amounts of identifiable assets acquired and liabilities assumed		48,983
Total consideration less recognized amounts of identified net assets assumed		942,726
Fair value adjustments of net assets acquired
Identifiable intangible assets:
Developed technology		855,000
Customer relationships		8,000
Other		(2,028		)
Goodwill		$	81,754

The following notes reference the Unaudited Pro Forma Condensed Combined Balance Sheet:

a) Represents the issuance of $425 million of a new term loan facility. The term loan facility will mature on the date that is six years after Closing, and will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the loan.

b) In connection with the incurrence of the new term loan facility and a new revolving credit facility, approximately $14.1 million of debt issuance costs are expected to be capitalized and amortized over the life of the underlying issuances.

c) Represents the issuance of 4,878,048 shares at a price of $10.25 per share to raise an aggregate of $50 million of additional equity at Closing. Boulevard has entered into Subscription Agreements with five investors that became effective at Closing.

d) Represents the reclassification of the cash equivalents held in the Trust Account in the form of investments to cash and cash equivalents to reflect the fact that these investments are available for use in connection with the Business Combination and the payment of $5.0 million for an execution fee under the Transition Services Agreement (“the TSA

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Continued)

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (Continued)

Execution Fee”). The Unaudited Pro Forma Condensed Combined Balance Sheet reflects $5.0 million payment related to the TSA Execution Fee as a reduction of cash with a corresponding decrease in retained earnings. This cost is not included in the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income as it is directly related to the Business Combination and will be nonrecurring.

e) In accordance with the Purchase Agreement, cash consideration of $635 million was paid to TDCC at Closing.

f) To record estimated acquisition-related transaction costs and other expenses settled at Closing of approximately $14.7 million. In accordance with ASC 805, acquisition-related transaction costs and related charges are not included as a component of consideration to be transferred but are required to be expensed as incurred. The Unaudited Pro Forma Condensed Combined Balance Sheet reflects these costs as a reduction of cash with a corresponding decrease in accrued liabilities for those expenses that were accrued as of March 31, 2015 and the remainder in retained earnings. These costs are not included in the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income as they are directly related to the Business Combination and will be nonrecurring.

g) Represents assets and liabilities included in the unaudited carve-out Combined Financial Statements of AgroFresh to be retained by TDCC pursuant to the Purchase Agreement including (i) $0.7 million insurance receivable related to pending litigation, (ii) $3.2 million current and noncurrent deferred income tax assets, (iii) $0.7 million liability related to the insured pending litigation referred to in (i), (iv) $0.6 million liability related to accrued payroll deductions, (v) $5.8 million related to current and noncurrent deferred revenue, (vi) $9.1 million related to income taxes payable, (vii) $24.6 million in current and noncurrent deferred income tax liabilities, and (viii) $0.3 million related to an employee incentive compensation liability. This adjustment also includes $0.1 million related to Boulevard professional fees accrued as of March 31, 2015 that were paid at Closing as described in 3f.

h) AgroFresh’s goodwill as of March 31, 2015 totaled approximately $156.0 million before any adjustment for the impact of the Business Combination. As a result of the Business Combination, goodwill is calculated as the purchase price less the fair value of assets acquired less liabilities assumed. For purposes of showing the pro forma effect, the assumed acquisition of AgroFresh by Boulevard as of March 31, 2015 would have resulted in a net decrease in goodwill of approximately $74.2 million.

i) Represents the incremental fair value step-up of certain intangible assets currently valued at $88.8 million to arrive at their estimated fair value of $863.0 million. The intangible assets acquired are expected to be amortized over an average useful life of 20 years. The fair value estimates of developed technology and customer relationships are preliminary and were determined utilizing the multi-period excess earnings method. The developed technology refers to 1-MCP and alpha-cyclodextrin and their application in SmartFresh TM , Harvista TM , and RipeLock TM products and the fruit storage technology solution, AdvanStore TM .

j) Represents the recoverable portion of the value-added taxes (or similar transfer taxes) related to the Business Combination. This amount was estimated at $8.0 million based on applying the estimated value-added tax (or similar transfer tax) rates applicable in each jurisdiction to

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Continued)

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (Continued)

the preliminary appraisal value of each class of assets transferred in that jurisdiction as part of the Business Combination.

k) Represents the net impact of (i) $127.7 million liability for Contingent Consideration including (a) $13.8 million liability related to the estimated fair value calculated using the Black-Scholes option pricing model of a deferred payment to TDCC which will be paid if AgroFresh meets a target level of earnings as specifically defined in the Purchase Agreement (TDCC will be paid $50.0 million in 2018 if AgroFresh meets the defined level) and (b) $113.9 million liability which is the estimated fair value of cash payments owed to TDCC pursuant to the Tax Receivables Agreement (the estimated undiscounted cash payments to be made by AgroFresh to TDCC pursuant to the Tax Receivable Agreement are $231.2 million and are based on an estimated intangible write-up amortized over 15 years, tax effected at 37%, which are then discounted to present value utilizing an appropriate market discount rate to arrive at the estimated fair value of the cash payments and the associated liability); (ii) $19.0 million liability for the fair value of warrants to be issued to TDCC pursuant to the Warrant Purchase Agreement representing 6.0 million warrants at the fair value of $3.17 per share (the closing sales price of the warrants on July 31, 2015, as reported on The NASDAQ Capital Market); (iii) $9.3 million transfer tax liability consisting of $8.0 million of value-added taxes (or similar transfer taxes) and $1.3 million of non-recoverable transfer taxes, both of which were estimated by applying the tax rates applicable in each jurisdiction to the preliminary appraisal value of each class of assets transferred in that jurisdiction as part of the Business Combination, (iv) $0.7 million employee benefit liability which represents the actuarially calculated projected benefit obligation expected to transfer as part of the Business Combination but excluded from the audited historical balance sheet, net of $0.9 million deferred compensation and $0.2 million employee retirement liability to be retained by TDCC pursuant to the Purchase Agreement; and (v) $7.7 million reduction due to Boulevard’s payment at Closing of deferred underwriting expenses that were accrued as of March 31, 2015.

l) Represents the elimination of AgroFresh’s net parent investment account and accumulated other comprehensive income as of March 31, 2015.

m) At the time of issuance, certain of Boulevard’s Common Stock was subject to a possible redemption and, as such, an amount of $208.0 million was classified outside the equity section in Boulevard’s historical condensed balance sheet as of March 31, 2015. As none of the shareholders elected to redeem these shares in connection with the Business Combination, the shares are no longer redeemable and have been reclassified as a component of shareholders equity.

n) Represents the issuance of common shares related to the Transaction including 17.5 million shares to TDCC. In addition, represents the reclassification of 20.8 million shares previously classified as subject to possible redemption.

o) Represents a reduction in retained earnings as a result of (i) the $5.0 million TSA Execution Fee as described in 3d, and (ii) the estimated acquisition-related transaction costs of approximately $6.8 million as described in 3f.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Continued)

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (Continued)

p) Stock issued to TDCC at estimated fair value represents 17.5 million shares, valued at $12.00 per share (the closing sales price on July 31, 2015, as reported on The NASDAQ Capital Market).

q) Warrants issued to TDCC at estimated fair value represents 6.0 million warrants valued at $3.17 per warrant (the closing sales price of the warrants on July 31, 2015, as reported on The NASDAQ Capital Market).

4. Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income Adjustments

a) Represents the elimination of deferred revenue of $0.5 million for the three months ended March 31, 2015 and $2.0 million for the year ended December 31, 2014 which is contractually excluded from the Transaction pursuant to the Purchase Agreement.

b) To record the incremental rent of $0.1 million for the three months ended March 31, 2015 and $1.2 million for the year ended December 31, 2014 to reflect market rates for the Collegeville facility in accordance with the Occupancy Agreement entered into at Closing.

c) To record step-up of pro forma amortization expense on the portion of the purchase price allocated to identifiable intangible assets as follows:

	Preliminary Fair Value		Estimated Useful Life in Years	Estimated 2014 Annual Amortization			Estimated 2015 Quarterly Amortization
Developed technology	$	855,000	20	$	42,750		$	10,688
Customer relationships	8,000		20	400			100
Total fair value of intangibles	$	863,000		$	43,150		$	10,788
less: historical amortization expense				(29,656		)	(7,267		)
Incremental amortization expense				$	13,494		$	3,521

d) To record the $6.0 million of interest expense from the issuance of $425 million of a new term loan facility and $0.7 million of debt issuance cost amortization and annual commitment fees for the three months ended March 31, 2015. To record the $24.3 million of interest expense from the issuance of $425 million of a new term loan facility, plus $2.4 million of debt issuance cost amortization and $0.1 million in annual commitment fees for the year ended December 31, 2014. The interest rates under the new financing agreements are based on LIBOR at a rate of 5.75% (LIBOR with 1% floor plus 475 basis points).

e) Represents the income tax effect of the pro forma adjustments related to the acquisition of AgroFresh calculated using the U.S statutory income tax rate of 35% and an estimate for U.S. state tax rates of 2%. The effective tax rate of the combined company could be significantly different depending on post-acquisition income and other activities in various foreign tax jurisdictions.

Additionally, the above Unaudited Pro Forma Statement of Operations and Comprehensive Income does not include adjustments related to the services provided under the Transition Service

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Continued)

4. Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income Adjustments (Continued)

Agreement as the service periods under this agreement are generally not greater than one year in nature and such adjustments cannot be reasonably estimated. The historical financial statements also do not include approximately $4 million of incremental selling, general, and administrative costs that Boulevard expects to incur to support operations as a stand-alone public company.

5. Earnings per Share

The following table summarizes the pro forma shares outstanding as of March 31, 2015:

		Pro Forma Combined
Boulevard outstanding shares		6,766,087
Shares which were subject to redemption		20,796,413
Issuance of shares pursuant to subscription agreements		4,878,048
Issuance of shares to TDCC upon consummation of Transaction		17,500,000
Total pro forma shares outstanding		49,940,548

a) The unaudited pro forma condensed combined basic and diluted earnings per share (“EPS”) calculations for the three months ended March 31, 2015 are prepared assuming all shares issued in connection with the Boulevard IPO were outstanding at January 1, 2014 and are based on the historic Boulevard weighted average number of shares outstanding of 6,736,000 adjusted by 43,204,548 shares to increase the weighted average share amount to 49,940,548 representing the number of total shares that are outstanding after completion of the Business Combination inclusive of the 20,796,413 shares that are no longer subject to possible redemption as a result of the Business Combination and the shares issued to TDCC as part of the Business Combination. Boulevard currently has 17,185,000 common stock purchase warrants which are excluded from calculating diluted EPS as they are antidilutive. If they were included in calculating diluted EPS, they would be calculated utilizing the treasury-stock method.

b) The unaudited pro forma condensed combined basic and diluted earnings per share (“EPS”) calculations for the year ended December 31, 2014 are prepared assuming all shares issued in connection with the Boulevard IPO were outstanding at January 1, 2014 and are based on the historic Boulevard weighted average number of shares outstanding of 6,613,000 adjusted by 43,327,548 shares to increase the weighted average share amount to 49,940,548 representing the number of total shares that are outstanding after completion of the Business Combination inclusive of the 20,796,413 shares that are no longer subject to possible redemption as a result of the Business Combination and the shares issued to TDCC as part of the Business Combination. Boulevard currently has 17,185,000 common stock purchase warrants which are excluded from calculating diluted EPS as they are antidilutive. If they were included in calculating diluted EPS, they would be calculated utilizing the treasury-stock method.

COMPARATIVE SHARE INFORMATION

The following table sets forth historical comparative share information for AgroFresh and Boulevard and Unaudited Pro Forma Combined Share Information after giving effect to the Business Combination and related financing transactions, considering no redemptions by holders of Boulevard Common Stock. The historical information should be read in conjunction with “Summary Historical Combined Financial Data of AgroFresh” and “Summary Historical Financial Information and Other Data of Boulevard”. The Unaudited Pro Forma Combined Share Information is derived from, and should be read in conjunction with, the Unaudited Pro Forma Condensed Combined Financial Information and related notes included elsewhere on the Current Report on Form 8-K filed on August 6, 2015.

The Unaudited Pro Forma Combined Share Information does not purport to represent what the actual results of operations of AgroFresh and Boulevard would have been had the Business Combination and related financing transactions been completed or to forecast AgroFresh and Boulevard’s results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the value of AgroFresh and Boulevard would have been had the Business Combination or the related financing transactions been completed nor the book value per share for any future date or period.

	AgroFresh	Boulevard			Pro Forma Combined
As of and for the quarter ended March 31, 2015:
Book value per share	n/a	$	0.18		$	9.23
Shares outstanding—basic and diluted	n/a	27,562,500			49,940,548
Earnings / (loss) per share—basic and diluted	n/a	$	(0.045	)	$	(0.09	)

As of and for the year ended December 31, 2014:
Shares outstanding—basic and diluted	n/a	27,562,500			49,940,548
Earnings / (loss) per share—basic and diluted	n/a	$	(0.10	)	$	(0.00	)

(a) Book value per share is calculated using the following formula:

Book value per share = (Total Stockholders’ Equity) / (Total Outstanding Shares)

(b) The shares outstanding and basic and diluted earnings (loss) per share calculation for Boulevard include shares subject to possible redemption.

Exhibit 99.2

Boulevard Acquisition Corp. Completes Acquisition of AgroFresh

Business from The Dow Chemical Company

— Combined Company, Renamed AgroFresh Solutions, Inc., is a Leading

Agricultural Solutions Provider and will trade on NASDAQ under AGFS and AGFSW —

New York, NY, August 3, 2015 — Boulevard Acquisition Corp. (NASDAQ: BLVD, BLVDU, BLVDW) announced that it completed the acquisition of AgroFresh, the post-harvest specialty chemical business of The Dow Chemical Company (NYSE: DOW), on Friday, July 31, 2015. The transaction was unanimously approved by the boards of directors of both companies and was approved by a vote of Boulevard’s shareholders on July 29, 2015. With the closing of this transaction, AgroFresh has become a wholly owned subsidiary of Boulevard Acquisition Corp., and Boulevard has been renamed AgroFresh Solutions, Inc. Its common stock and warrants will be traded on NASDAQ under the symbols “AGFS” and “AGFSW”, respectively, beginning on August 3, 2015.

AgroFresh Solutions is a global industry leader in providing innovative data-driven specialty chemical solutions aimed at enabling growers and packers of fresh produce to preserve and enhance the freshness, quality and value of fresh produce and to maximize the percentage of produce supplied to the market relative to the amount of produce grown. Its flagship product is the SmartFresh™ Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport. SmartFresh is currently commercialized in 45 countries worldwide. AgroFresh is headquartered in Collegeville, Pennsylvania.

Thomas Macphee, Chief Executive Officer of AgroFresh Solutions, Inc., said, “We are excited to launch AgroFresh Solutions as a stand-alone, publicly listed global specialty chemicals business. We believe our company, the leading post-harvest specialty chemical business, is well positioned to generate strong risk-adjusted returns for our shareholders. We expect to continue to grow through strategic expansion of our core franchise, the development of a robust pipeline of high-value solutions that preserve the quality and value of fresh produce, and the pursuit of related, accretive acquisitions.”

Mr. Macphee leads an experienced AgroFresh management team with decades of experience in specialty chemicals and agricultural science. The team includes Stan Howell, President; Peter Vriends, Head of Europe, Middle East, Africa and Asia; Scott Harker, Head of North America, Australia and New Zealand; and Mark Zettler, Vice President, R&D and Regulatory Affairs.

AgroFresh Solutions’ Board of Directors is comprised of Nance K. Dicciani, who is expected to be named Non-Executive Chair, Thomas Macphee, Robert Campbell, Gregory M. Freiwald, Torsten Kraef, Derek Murphy, Stephen S. Trevor, and Macauley Whiting, Jr.

As per the terms of the transaction, Boulevard has purchased AgroFresh in exchange for 17.5 million shares of Boulevard Common Stock and $635 million in cash, for a total of $810 million (at a valuation of the Boulevard shares at $10 per share). Dow will retain a non-consolidated minority ownership position in AgroFresh Solutions, initially holding approximately 35% of the company’s shares, while the stockholders of Boulevard will initially hold approximately 55% and certain investors which have entered into separate subscription agreements with the Company to purchase shares of Boulevard Common Stock

in connection with the closing of the transaction will own approximately 10% of the outstanding common stock of the post-transaction company.

About Boulevard Acquisition Corp.

Boulevard Acquisition Corp. was a public investment vehicle formed by Avenue Capital Group, a global alternative investment firm, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Boulevard completed its initial public offering in February 2014, raising $220.5 million in cash proceeds.

Forward-Looking Statements

This news release may include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that AgroFresh Solutions expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions. These statements are based on certain assumptions and analyses made by Boulevard and AgroFresh Solutions in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein due to many factors such as, but not limited to, (i) the ability to generate strong risk-adjusted returns for AgroFresh Solutions’ stockholders, (ii) the ability of AgroFresh Solutions to grow through strategic expansion of its core franchise and develop a robust pipeline of high-value solutions, (iii) the performance of AgroFresh Solutions, (iv) costs related to the business combination, (v) changes in applicable laws or regulations, (v) the possibility that AgroFresh Solutions may be adversely affected by other economic, business, and/or competitive factors, and (vi) the ability of the combined company to continue to meet the NASDAQ Global Select Market’s listing standards, and the risks identified in Boulevard’s prior and future filings with the SEC (available at www.sec.gov), including the definitive proxy statement filed on July 16, 2015 with the SEC in connection with the transaction and Boulevard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These statements speak only as of the date they are made and both Boulevard and AgroFresh Solutions undertake no obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this news release. Investors are cautioned that forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of AgroFresh, Boulevard and the combined company after completion of the business combination are based on current expectations that are subject to risks and uncertainties.

Contact:

For Boulevard Acquisition Corp.

Todd Fogarty

Kekst and Company

+1 (212) 521-4854

todd-fogarty@kekst.com

For AgroFresh Solutions, Inc.

Erica Bartsch

Sloane & Company

+1 (212) 446-1875

ebartsch@sloanepr.com

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