Blue Bird Corp (Form: 8-K, Received: 03/02/2015 11:40:47)

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): February 24, 2015

BLUE BIRD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36267

46-3891989

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

402 Blue Bird Boulevard

Fort Valley, Georgia 31030

31030

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (478) 822-2130

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On February 24, 2015 (the “ Closing Date ”), the registrant consummated the previously announced business combination (the “ Business Combination ”), pursuant to which the registrant acquired all of the outstanding capital stock of School Bus Holdings Inc. (“ School Bus Holdings ” or “ SBH ”) from The Traxis Group, B.V. (the “ Seller ”), in accordance with the purchase agreement, dated as of September 21, 2014, by and among the registrant, the Seller and, solely for purposes of Section 10.01(a) thereof, Hennessy Capital Partners I LLC (the “ HCAC Sponsor ”), as amended on February 10, 2015 and February 18, 2015 (as so amended, the “ Purchase Agreement ”). Pursuant to the Purchase Agreement, the total purchase price was paid in a combination of cash ($100 million) and in shares of the registrant’s common stock (12,000,000 shares valued at a total of $120 million).

In connection with the closing of the Business Combination, the registrant changed its name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation. Unless the context otherwise requires, “ we ,” “ us ,” “ our ,” and “ the Company ” refer to the consolidated company and its subsidiaries at and after the closing of the Business Combination, “ Blue Bird ” refers to SBH and its subsidiaries and “ Hennessy Capital ” refers to the registrant prior to the closing of the Business Combination.

In connection with its execution of the Purchase Agreement, Hennessy Capital entered into, among other things, a backstop and subscription agreement with two funds managed by Overland Advisors, LLC (such funds referred to collectively as the “ Backstop Commitment Investor ”) and a preferred subscription agreement with The Osterweis Strategic Income Fund and The Osterweis Strategic Investment Fund (collectively, the “ PIPE Investment Investor ”). In the backstop and subscription agreement, the Backstop Commitment Investor made a commitment (the “ Backstop Commitment ”) pursuant to which it agreed to purchase up to $10.0 million worth of shares of Hennessy Capital common stock, through (x) open market or privately negotiated transactions with third parties, at a purchase price of up to $10.00 per share, (y) a private placement with consummation to occur concurrently with that of the Business Combination at a purchase price of $10.00 per share (the “ Common Backstop Placement ”), or (z) a combination thereof. In the preferred subscription agreement, the PIPE Investment Investor agreed to purchase from Hennessy Capital, concurrent with the consummation of the closing of the Business Combination, 400,000 shares of Series A Convertible Preferred Stock for gross proceeds of approximately $40 million, subject to a possible increase to up to 500,000 shares or approximately $50 million (the “ PIPE Investment ”).

On February 18, 2015, Hennessy Capital entered into a subscription agreement with four funds managed by Coliseum Capital Management, LLC (such funds, collectively, the “ Common/Preferred Investor ”) pursuant to which the Common/Preferred Investor agreed (the “Subsequent Backstop Commitment”) to purchase (I) $25.0 million worth of shares of Hennessy Capital common stock, through (x) open market or privately negotiated transactions with third parties, at a purchase price of up to $10.00 per share, (y) a private placement with consummation to occur concurrently with that of the Business Combination at a purchase price of $10.00 per share (the “ Subsequent Common Backstop Placement ”), or (z) a combination thereof and (II) 100,000 shares of Series A Convertible Preferred Stock for gross proceeds of approximately $10 million pursuant to a private placement to occur concurrently with that of the Business Combination (the “ Subsequent PIPE Investment ”).

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Item 1.01

Entry Into a Material Definitive Agreement.

Indemnification Agreements

On February 24, 2015, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify each such director and executive officer to the fullest extent permitted by Delaware law for claims arising in such person’s capacity as our director and/or officer. The indemnification agreements supersede any similar agreement previously entered into by our directors and executive officers with Hennessy Capital. A copy of a form indemnification agreement is filed with this Current Report on Form 8-K as Exhibit 10.23 and is incorporated herein by reference, and the foregoing description of the indemnification agreement is qualified in its entirety by reference thereto.

Registration Rights Agreement

On the Closing Date, the Company entered into a registration rights agreement with the Seller, the Backstop Commitment Investor, the PIPE Investment Investor and the Common/Preferred Investor (the “ New Registration Rights Agreement ”). Under the New Registration Rights Agreement, such parties were granted registration rights that obligate the Company to register for resale under the Securities Act of 1933, as amended (the “ Securities Act ”), among other shares, all or any portion of the shares of the Company’s capital stock that were issued by the Company in connection with the Business Combination, the Backstop Commitment (including any shares received as a fee payable in connection with the Backstop Commitment), the Subsequent Backstop Commitment, the PIPE Investment and the Subsequent PIPE Investment (including the shares of common stock underlying the Series A Preferred Stock issued pursuant to the PIPE Investment and the Subsequent PIPE Investment). Pursuant to the New Registration Rights Agreement, the Company will, as soon as commercially reasonable but in no event later than 45 days after the closing of the Business Combination, register for resale under the Securities Act (i) the shares of Series A Convertible Preferred Stock issued in the PIPE Investment and the Subsequent PIPE Investment, (ii) the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and (iii) the shares of common stock issued by the Company in connection with the Backstop Commitment and the Subsequent Backstop Commitment. The Company is required to use its reasonable best efforts to cause such registration statement to become effective no later than 120 days after the closing of the Business Combination (if we receive comments from the SEC on such registration statement) or 90 days after the closing of the Business Combination (if we do not receive any such comments). The Company may delay a request by the Seller for demand registration if, in its reasonable judgment, it is not feasible for the Company to proceed with the registration because of the existence of any acquisition, disposition or other material transaction or financing activity involving the Company, or because of the unavailability of any required financial statements or our possession of material information that it would not be in our best interests to disclose in a registration statement, provided that such refusal only results in a 120-day delay in the filing of the registration statement. In addition, in the event that the sale of registered securities under a registration statement would require disclosure of certain material non-public information not otherwise required to be disclosed, the Company may postpone the effectiveness of the applicable

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registration statement and require the suspension of sales thereunder. No such blackout period may continue for more than 45 consecutive days or occur more than two times in any single calendar year. Under the New Registration Rights Agreement, such parties will also hold “piggyback” registration rights exercisable at any time that allow them to include the shares of the Company’s common stock that they own in any public offering of equity securities initiated by us (other than those public offerings pursuant to registration statements on forms that do not permit registration for resale by them). These “piggyback” registration rights are subject to proportional cutbacks based on the manner of such offering and the identity of the party initiating such offering.

Pursuant to the New Registration Rights Agreement, the Company has agreed to indemnify the Seller, the PIPE Investment Investor, the Common/Preferred Investor and the Backstop Commitment Investor against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell the Company’s shares, unless such liability arose from their misstatement or omission, and such parties have agreed to indemnify the Company against all losses caused by their misstatements or omissions in those documents. The Company will pay all expenses incidental to its performance under the New Registration Rights Agreement, as well as the underwriting discounts and commissions payable by such parties in connection with the sale of their shares under the New Registration Rights Agreement.

The New Registration Rights Agreement is filed as Exhibit 10.11 to this Current Report on Form 8-K, and the foregoing description of the New Registration Rights Agreement is qualified in its entirety by reference thereto.

Lock-Up Agreements

On the Closing Date, the Seller entered into a 180-day lock-up agreement with the Company with respect to the shares of Company common stock received by the Seller pursuant to the Purchase Agreement, and the initial stockholders (consisting of the “HCAC Sponsor”, as such term is defined herein, and the other officers, directors and former directors of HCAC who, together with the HCAC Sponsor, acquired a total of 2,875,000 shares of Hennessy Capital’s common stock prior to its initial public offering and then forfeited 1,900,000 of such shares in connection with an amendment to the Purchase Agreement and 102,750 of such shares in connection with the payment of a utilization fee to the Backstop Commitment Investor) entered into a 12-month lock-up agreement with the Seller with respect to their remaining 872,250 shares (together with the shares received by the Seller pursuant to the Purchase Agreement, the “ lock-up shares ”). Pursuant to the lock-up agreements, each party agreed that, for a period of 180 days (in the case of the Seller) or 12 months (in the case of the initial stockholders) from the Closing (which periods may be shortened under certain circumstances), such party will not (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 Securities Exchange Act of 1934 with respect to any lock-up shares of such party, (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 lock-up shares of such party, in cash or otherwise, or (iii)

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publicly announce any intention to effect any transaction specified in clause (i) or (ii). Notwithstanding the foregoing, each party may sell or otherwise transfer any lock-up shares of such party to its equity holders, provided in each such case that the transferee thereof agrees to be bound by the restrictions set forth in the lock-up agreement applicable to such lock-up shares.

Hennessy Capital filed a copy of these lock-up agreements as Exhibits 10.7 and 10.8 to its Current Report on Form 8-K filed by the registrant on September 24, 2014, and the foregoing description of these lock-up agreements is qualified in its entirety by reference thereto.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Business Combination

The disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. The material terms and conditions of the Purchase Agreement are described (i) on pages 106 to 119 of Hennessy Capital’s definitive proxy statement dated January 20, 2015 (the “ Proxy Statement ”) in the section entitled “The Business Combination Proposal,” which is incorporated by reference herein, (ii) on pages 22-30 of Hennessy Capital’s Proxy Statement supplement dated February 10, 2015 (the “ Proxy Statement Supplement ”) in the section entitled “Supplemental Information to Proxy Statement,” which is incorporated by reference herein, and (iii) under the caption “Item 1.01 Entry into a Material Definitive Agreement—Second Amendment to Purchase Agreement” in Hennessy Capital’s Current Report on Form 8-K filed on February 19, 2015, which is incorporated by reference herein.

The Business Combination was approved by Hennessy Capital’s stockholders at a special meeting in lieu of the 2015 annual meeting of Hennessy Capital’s stockholders held on February 23, 2015 (the “ Special Meeting ”). At the Special Meeting, 13,886,944 shares of Hennessy Capital’s common stock were voted in favor of the proposal to approve the Business Combination, 282,848 shares of Hennessy Capital’s common stock were voted against that proposal and holders of 588 shares of Hennessy Capital’s common stock abstained.

In connection with the closing of the Business Combination (the “ Closing ”), the Company redeemed a total of 7,494,700 shares of its common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation, resulting in a total cash payment from Hennessy Capital’s trust account to redeeming stockholders of $74,947,000.

At the Closing the PIPE Investment Investor purchased 400,000 shares of the Company’s Series A Convertible Preferred Stock from the Company for aggregate gross proceeds of approximately $40 million and the Common/Preferred Investor purchased 100,000 shares of the Company’s Series A Convertible Preferred Stock from the Company for aggregate gross proceeds of approximately $10 million. In addition, at the Closing, the Company issued to the Backstop Commitment Investor 102,750 shares referenced in the Purchase Agreement as “Utilization Fee Shares” and the Common/Preferred Investor purchased 2,500,000 shares of the Company’s common stock from the Company for aggregate gross proceeds of $25.0 million. At the Closing, the HCAC Sponsor cancelled a number of shares of Common Stock equal to the number of Utilization Fee Shares plus 1,900,000 shares (including all 718,750 “founder earnout shares” as described in the Proxy Statement) that the HCAC Sponsor agreed to forfeit in connection with the Company’s February 10, 2015 amendment to the Purchase Agreement.

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There are presently issued and outstanding 23,625,000 warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment (the “ Warrants ”). The Warrants consist of 11,500,000 Warrants originally sold as part of units in Hennessy Capital’s initial public offering in January 2014 (the “ IPO ”) (the “ Public Warrants ”), and 12,125,000 Warrants issued in a private placement to Hennessy Capital Partners I LLC, HCAC’s sponsor (the “ HCAC Sponsor ”), in connection with the IPO (the “ Placement Warrants ”). Substantially concurrently with the execution of the Purchase Agreement, Hennessy Capital and the Seller entered into a warrant exchange letter agreement with the HCAC Sponsor (the “ Sponsor Warrant Exchange Letter Agreement ”), which provides for the exchange (the “ Sponsor Warrant Exchange ”) of that number of outstanding Placement Warrants equal to (i) 12,125,000 less (ii) the number of Public Warrants validly tendered and not withdrawn in the Company’s previously announced Public Warrant exchange offer (the “ Public Warrant Exchange Offer ”), in exchange for shares of our common stock at an exchange ratio of 0.1 of a Share of our common stock per each Placement Warrant. The Sponsor Warrant Exchange will be consummated on the eleventh business day following the expiration of the Public Warrant Exchange Offer, which expires at 12:00 midnight, New York City time, at the end of the day on March 2, 2015, or such later date to which the Company may extend the Public Warrant Exchange Offer.

Pursuant to the Purchase Agreement, the purchase price (the “Total Purchase Price”) for the Business Combination was $220.0 million (the “ Total Purchase Price ”). At the Closing, we paid the Total Purchase Price to or at the direction of the Seller partially in cash (the “ Cash Component ”) and partially in our common stock (the “ Equity Component ”), as follows:

•

the Cash Component equaled $100.0 million, representing (i) the dollar amount remaining in our trust account after redemptions pursuant to our existing certificate of incorporation, plus (ii) $50.0 million raised pursuant to the PIPE Investment and the Subsequent PIPE Investment, plus (iii) $25.0 million raised pursuant to the Subsequent Common Backstop Placement, minus (iv) approximately $15 million of our expenses incurred in connection with the Business Combination; and

•

the Equity Component equaled 12.0 million shares of our common stock, representing 8.0 million shares of our common stock plus one share of common stock for each $10.00 by which the Cash Component was less than $140.0 million.

The Equity Component was issued solely to the Seller. A total of $13,550,000, representing 13.6% of the Cash Component, was paid at the Seller’s direction to certain directors, officers and employees of Blue Bird pursuant to the terms of SBH’s phantom award plan. The balance of the Cash Component (i.e., $86,450,000) was paid to the Seller.

After giving effect to the redemptions and forfeitures described above, the PIPE Investment, the Subsequent PIPE Investment, the issuance of the Equity Component, the

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Subsequent Common Backstop Placement and the issuance of Utilization Fee Shares, and assuming the consummation of the Sponsor Warrant Exchange and the Public Warrant Exchange Offer, we will have outstanding:

•

500,000 shares of our Series A Convertible Preferred Stock, convertible into a total of approximately 4,314,063 shares of our common stock (assuming a conversion price of $11.59 per share), subject to adjustment pursuant to the terms of the Series A Convertible Preferred Stock; and

•

20,692,800 shares of our common stock, of which (i) 12,000,000 shares, or 58.0% of such 20,692,800 shares, were issued by the Company to the Seller, (ii) 102,750 shares, or 0.5% of such 20,692,800 shares, were issued by the Company to the Backstop Commitment Investor, (iii) 2,500,000 shares, or 12.1% of such 20,692,800 shares, were issued by the Company to the Common/Preferred Investor and (iv) 6,090,050 shares, or 29.4% of such 20,692,800 shares, are owned by persons who were stockholders of Hennessy Capital immediately prior to the Closing.

Such outstanding securities do not include a total of 3,700,000 shares of our common stock issuable pursuant to our 2015 Omnibus Equity Incentive Plan (the “ Incentive Plan ”) or 11,500,000 unsurrendered Warrants entitling the holders thereof to purchase a total of 5,750,000 shares of our common stock at a purchase price of $5.75 per half share (or $11.50 per whole share).

Prior to the Closing, Hennessy Capital was a shell company with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose assets primarily consist of interests in its direct wholly-owned subsidiary, SBH, and SBH’s subsidiaries. The following information is provided about the business of the Company following the consummation of the Business Combination, set forth below under the following captions:

•

Cautionary Note Regarding Forward-Looking Statements;

•

Business;

•

Risk Factors;

•

Selected Historical Financial Information Regarding Blue Bird;

•

Unaudited Pro Forma Condensed Combined Financial Information;

•

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

•

Quantitative and Qualitative Disclosures About Market Risk and Interest Rate Risk;

•

Security Ownership of Certain Beneficial Owners and Management;

•

Directors and Executive Officers;

•

Executive Compensation;

•

Director Compensation;

•

Certain Relationships and Related Party Transactions;

•

Independence of Directors;

•

Legal Proceedings;

•

Properties;

•

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

•

Recent Sales of Unregistered Securities;

•

Description of the Company’s Securities;

•

Indemnification of Directors and Officers;

•

Financial Statements and Supplementary Data; and

•

Changes in and Disagreements with Accountants and Financial Disclosure.

Cautionary Note Regarding Forward-Looking Statements

We make forward-looking statements in this Current Report on Form 8-K, including in the statements incorporated herein by reference. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. 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 market for Blue Bird products;

•

expansion plans and opportunities; and

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•

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 (or, in the case of forward-looking statements incorporated herein by reference, as of the date of the applicable filed document), and current expectations, forecasts and assumptions, and involve a number of judgments, 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 than those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

the outcome of any legal proceedings that may be instituted against us following consummation of the Business Combination and the transactions contemplated thereby;

•

the inability to maintain the listing of the Company’s common stock and Warrants on Nasdaq following the Business Combination;

•

the risk that the Business Combination disrupts current plans and operations as a result of the consummation of the transactions contemplated thereby;

•

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 we may be adversely affected by other economic, business, and/or competitive factors; and

•

other risks and uncertainties indicated in the Proxy Statement, including those under “Risk Factors” on pages 56 through 87 of the Proxy Statement and under “—Risk Factors” in this Current Report on Form 8-K.

Business

The business of Blue Bird prior to the Business Combination is described in the Proxy Statement in the sections entitled “Information about Blue Bird” beginning on page 202 and “Summary of the Proxy Statement – Blue Bird’s Business” beginning on page 27, each of which is incorporated by reference herein. The business of Hennessy Capital prior to the Business Combination is described in the Proxy Statement in the section entitled “Information about Hennessy Capital” beginning on page 185, which is incorporated by reference herein.

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Risk Factors

The risk factors related to the Company’s business, operations and industry and ownership of our common stock are described in the Proxy Statement in the section entitled “Risk Factors” on pages 56 to 87, which description is incorporated by reference herein. The risk factor set forth below supersedes the corresponding risk factor contained in the Proxy Statement and the Proxy Statement Supplement.

We have received a delisting letter from Nasdaq, and there can be no assurance that our securities will continue to be listed on Nasdaq, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

On August 7, 2014, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“ Nasdaq ”) indicating that the staff of Nasdaq (the “ Nasdaq Staff ”) does not believe the Company is currently in compliance with Listing Rule 5550(a)(3) (the “ Minimum Holders Rule ”), which requires the Company to have at least 300 public holders for continued listing on Nasdaq. On September 22, 2014, the Company submitted a plan to Nasdaq to regain compliance with the Minimum Holders Rule and ensure compliance with Nasdaq’s initial listing requirements at closing. On September 30, 2014, the Nasdaq Staff granted the Company an extension until February 3, 2015 to obtain stockholder approval of the Business Combination, consummate the Business Combination and demonstrate compliance with Nasdaq’s initial listing requirements. On February 4, 2015, the Company received a letter from the Nasdaq Staff stating that the Company had failed to consummate the Business Combination by February 3, 2015, and that, accordingly, the Nasdaq Staff has determined to initiate procedures to delist the Company’s securities from Nasdaq, unless the Company appealed such determination on or before February 11, 2015. The Company has appealed the Nasdaq Staff’s delisting determination. The appeal will be heard by a Nasdaq hearings panel on March 19, 2015 and the Company’s securities will continue to trade on Nasdaq while such appeal is pending. There is no assurance that the Company will be successful in its appeal of the delisting determination. If the panel does not accept our appeal, our securities will likely cease trading on Nasdaq, which may adversely affect the liquidity and trading of our securities.

The Company has been advised in recent discussions with the Nasdaq Staff that, following the Business Combination, we are ineligible for continued listing on the Nasdaq Capital Market due to Blue Bird’s stockholder deficit position for its 2014 fiscal year (as a result of its June 2014 dividend recapitalization) and would need to comply with the Nasdaq Global Market listing requirements as of the closing of the Business Combination. The Nasdaq Global Market does not have a minimum stockholders’ equity requirement. To qualify for listing on the Nasdaq Global Market, Listing Rule 5450(a)(2) (the “ 400 Holder Rule ”) requires us to have at least 400 round-lot holders of our common stock. Therefore, we are now required to demonstrate compliance with the 400 Holder Rule.

We are evaluating all potential options to comply with the 400 Holder Rule and Nasdaq’s other initial listing requirements, including approaches designed to enable Blue Bird employees to purchase shares of our common stock.

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We believe (though we cannot provide assurance) that now that the Business Combination has been consummated, we will be in a better position to meet Nasdaq’s listing requirements and anticipate that Blue Bird’s dealers and other business partners, as well as other investors who do not typically invest in special purpose acquisition companies, will have a greater interest in acquiring shares of our common stock. We cannot provide assurance, however, that the Company will be able to meet the 400 Holder Rule or Nasdaq’s other listing requirements.

If the panel does not accept our appeal, our common stock and warrants will likely cease trading on Nasdaq, and we and our securityholders could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

•

a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

•

a limited amount of analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

Selected Historical Financial Information Regarding Blue Bird

Blue Bird reports its operations on a 52 -53 week fiscal year ending on the Saturday closest to September 30. References herein and in the information incorporated herein by reference to the following Blue Bird fiscal years are references to the fiscal years ended on the following dates:


Fiscal year		Fiscal year ended or ending

Fiscal 2011		October 1, 2011

Fiscal 2012		September 29, 2012

Fiscal 2013		September 28, 2013

Fiscal 2014		September 27, 2014

Fiscal 2015		October 3, 2015

The selected historical financial information of Blue Bird is provided in the Proxy Statement in the section entitled “Selected Historical Financial Information of Blue Bird” beginning on page 48, which is incorporated by reference herein.

The following table sets forth selected historical financial information for Blue Bird for Blue Bird’s first quarters ended January 3, 2015 and December 28, 2013. Such financial information has been derived from Blue Bird’s unaudited condensed consolidated financial statements as of January 3, 2015 and September 27, 2014 and for the quarters ended January 3, 2015 and December 28, 2013 presented elsewhere in this Current Report on Form 8-K. In the opinion of Blue Bird’s management, such unaudited condensed financial statements have been prepared on the same basis as the Blue Bird audited consolidated financial statements presented in the Proxy Statement and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Blue Bird’s results of operations and financial position for such periods and dates. The historical results presented below are not necessarily indicative of the results to be expected for the full fiscal 2015 period or any other future period and should be read in conjunction with the section herein entitled “—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Blue Bird’s unaudited condensed consolidated financial statements and the related notes presented elsewhere herein.


	Fiscal Quarters Ended
	January 3, 2015			December 28, 2013
	(in thousands except for share and percentage data)
Consolidated Statement of Operations Data:
Net sales	$	165,833		$	145,993
Cost of goods sold		146,355			125,533

Gross profit		19,478			20,460

Operating expenses
Selling, general and administrative expenses		15,459			14,102

Operating profit		4,019			6,358
Interest expense		(5,135	)		(275	)
Interest income		32			25
Other income, net		11			21

Income (loss) before income taxes		(1,073	)		6,129
Income tax (expense) benefit		431			(2,153	)
Equity in net income (loss) of non-consolidated affiliate, net of tax		18			93

Income (loss) from continued operations		(624	)		4,069
Loss from discontinued operations, net of tax		(4	)		(6	)

Net (loss) income	$	(628	)	$	4,063
Defined benefit pension plan gain, net of tax $319, $245		594			456

Comprehensive (loss) income	$	(34	)	$	4,519

Weighted average shares outstanding, basic and diluted		100			100
Basic and diluted income (loss) per share
Income (loss) from continuing operations	$	(6,246	)	$	40,688
Income (loss) from discontinued operations	$	(37	)	$	(55	)

Other Financial Data (1):
Adjusted EBITDA	$	7,402		$	9,593
Adjusted EBITDA margin		4.5	%		6.6	%

	As of January 3, 2015			As of September 27, 2014
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	23,485		$	61,137
Total assets		241,763			291,932
Long term liabilities		277,302			280,986
Total liabilities		390,593			440,728
Total stockholders deficit		(148,830	)		(148,796	)

(1)

Blue Bird defines Adjusted EBITDA as net income before interest, taxes, depreciation and amortization expenses, as adjusted to add back restructuring costs, any tax expense allocated to Blue Bird’s equity investment in a non-consolidated affiliate, certain management incentive compensation expenses and special expenses outside of the ordinary course of business, and defines Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales. Disclosure in this Current Report on Form 8-K of Adjusted EBITDA and Adjusted EBITDA margin, which are “non-GAAP financial measures,” as defined under the rules of the SEC, are intended as supplemental measures of Blue Bird’s performance that are not required by, or presented in accordance with, generally accepted accounting principles (“GAAP”). Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss), income from continuing operations or any other performance measure derived in accordance with GAAP. Blue Bird’s presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed to imply that Blue Bird’s future results will be unaffected by unusual or non-recurring items. Although Adjusted EBITDA and Adjusted EBITDA margin are not necessarily a measure of Blue Bird’s ability to fund its cash needs, Adjusted EBITDA and Adjusted EBITDA margin are frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare Blue Bird’s performance with the performance of other companies that report Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA and Adjusted EBITDA margin should be considered in addition to, not as a substitute for, income from operations, net income (loss) and other measures of financial performance reported in accordance with GAAP. Blue Bird’s calculation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures reported by other companies. A reconciliation of net (loss) income to Adjusted EBITDA and Adjusted EBITDA margin for the periods presented in this table is set forth under “—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations for the Quarters Ended January 3, 2015 and December 28, 2013—Adjusted EBITDA.”

-10-

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) . The Business Combination will be accounted for as a “reverse acquisition” since, immediately following completion of the transaction, the stockholder of School Bus Holdings immediately prior to the Business Combination has effective control of the post-combination company, through its ownership interest in the combined entity, its selection of a majority of the board of directors and its designation of all of the senior executive positions. See Item 5.01 of this Current Report on Form 8-K (Change in Control of Registrant). For accounting purposes, School Bus Holdings is deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of School Bus Holdings ( i.e. , a capital transaction involving the issuance of stock by Hennessy Capital and payment of cash consideration for the stock of School Bus Holdings).

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination and the proposed related financing transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the post-combination company. The unaudited pro forma condensed combined balance sheet is based on the individual historical audited balance sheet of Hennessy Capital and the unaudited condensed consolidated balance sheet of Blue Bird as of December 31, 2014 and January 3, 2015, respectively, and has been prepared to reflect the Business Combination and the proposed related financing transactions as if they occurred on January 3, 2015.

The unaudited pro forma condensed combined statement of operations information for the three months ended January 3, 2015 combines the historical results of operations of Blue Bird for the three months ended January 3, 2015 and for Hennessy Capital for the quarter ended December 31, 2014, giving effect to the Business Combination and the proposed related financing transactions as if they occurred on September 29, 2013. The unaudited pro forma condensed combined statement of operations information for the three months ended January 3, 2015 was derived from Blue Bird’s unaudited condensed consolidated statement of operations for the three months ended January 3, 2015 presented elsewhere in this Current Report on Form 8-K and the description of Hennessy Capital’s unaudited condensed supplementary data (unaudited) for the three months ended December 31, 2014 contained in Item 8 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 filed by the registrant with the Securities and Exchange Commission, which description is incorporated herein by reference.

The unaudited pro forma condensed combined statement of operations for the year ended September 27, 2014 combines the historical results of operations of Blue Bird for the year ended September 27, 2014 and for Hennessy Capital for the period from September 24, 2013

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(inception) to September 30, 2014, giving effect to the Business Combination and the proposed related financing transactions as if they occurred on September 29, 2013. The unaudited pro forma condensed combined statement of operations information for the year ended September 27, 2014 was derived from Blue Bird’s audited consolidated statement of operations for the year ended September 27, 2014 set forth on page F-36 of the Proxy Statement (and incorporated by reference herein) and Hennessy Capital’s unaudited condensed statement of operations for the period September 24, 2013 (inception) to September 30, 2014 set forth on page F-23 of the Proxy Statement (and incorporated by reference herein).

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the proposed related financing transactions been completed on the assumed date or for the periods presented, or which may be realized in the future. 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 within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the following sections of the Proxy Statement: “Blue Bird Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 226 of the Proxy Statement, “Hennessy Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 196 of the Proxy Statement, the historical financial statements and notes thereto of Hennessy Capital beginning on page F-2 of the Proxy Statement and the historical financial statements and notes thereto of Blue Bird beginning on page F-34 of the Proxy Statement, all of which are incorporated herein by reference. The unaudited pro forma condensed combined financial information should also be read in conjunction with the financial statements of Blue Bird included in “Item 9.01. Financial Statements and Exhibits” in this Current Report on Form 8-K, the analysis of Blue Bird’s first quarter of fiscal 2015 and fiscal 2014 set forth below under “—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the description of Hennessy Capital’s unaudited condensed supplementary data (unaudited) for the three months ended December 31, 2014 contained in Item 8 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, all of which information is incorporated herein by reference.

The unaudited pro forma condensed combined financial statements have been prepared based on (i) 7,494,700 shares of Hennessy Capital common stock redeemed at the Closing pursuant to the existing certificate of incorporation of Hennessy Capital, (ii) $50.0 million raised pursuant to the PIPE Investment and the Subsequent PIPE Investment, (iii) $25.0 million raised pursuant to the Subsequent Common Backstop Placement and (iv) the various share amounts described above.

Substantially concurrently with the execution of the Purchase Agreement, we entered into the Sponsor Warrant Exchange Letter Agreement, which provides for the exchange of that number of outstanding Placement Warrants equal to (i) 12,125,000 less (ii) the number of Public Warrants validly tendered and not withdrawn in the Public Warrant Exchange Offer, in exchange for shares of the Company’s common stock at an exchange ratio of 0.1 of a share of common stock per each Placement Warrant. In addition, on January 7, 2015, Hennessy Capital commenced an offer to exchange, subject to certain conditions, up to 50% (or 5,750,000) of the Public Warrants for shares of the Company’s common stock at an exchange ratio of 0.1 of a

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share of common stock per each Public Warrant validly tendered and not withdrawn. Upon completion of the Public Warrant Exchange Offer and the Sponsor Warrant Exchange, a total of 12,125,000 Warrants will be exchanged for a total of 1,212,500 shares of our common stock. The Sponsor Warrant Exchange will occur on the eleventh business day following the expiration of the Public Warrant Exchange Offer, which expires at 12:00 midnight, New York City time, at the end of the day on March 2, 2015, or such later date to which the Company may extend the Public Warrant Exchange Offer.

-13-

Unaudited Pro Forma Condensed Combined Balance Sheet

As of January 3, 2015

(in thousands)


	Hennessy Capital Acquisition Corp.		School Bus Holdings Inc. and subsidiaries		Pro Forma Adjustments			Footnote Reference		Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	119	$	23,485	$	115,000			3a	$	16,990
						(100,000	)		3a
						33			3b
						(25,000	)		3c
						50,000			3e
						3,300			3i
						25,000			3f
						(74,947	)		3g
Accounts receivable, net		—		14,296		—					14,296
Inventories, net		—		68,916		—					68,916
Other current assets		18		3,682		—					3,700
Deferred tax asset		—		6,089		—					6,089

Total current assets	$	137	$	116,468	$	(6,614	)			$	109,991
Cash and investments held in trust account		115,033		—		(115,000	)		3a		—
						(33	)		3b
Property, plant and equipment, net		—		28,305		—					28,305
Goodwill		—		18,825		—					18,825
Other intangible assets, net		—		61,775		—					61,775
Equity investment in affiliate		—		9,899		—					9,899
Deferred tax asset		—		3,734		—					3,734
Other assets, net		—		2,757		—					2,757

Total long term assets	$	115,033	$	125,295	$	(115,033	)			$	125,295

Total Assets	$	115,170	$	241,763	$	(121,647	)			$	235,286

(continued)

See accompanying notes to unaudited pro forma condensed combined financial information.

-14-

Unaudited Pro Forma Condensed Combined Balance Sheet

As of January 3, 2015

(in thousands)


	Hennessy Capital Acquisition Corp.			School Bus Holdings Inc. and subsidiaries			Pro Forma Adjustments			Footnote Reference		Pro Forma Combined
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,391		$	65,746		$	(1,340	)		3i	$	65,797
Accrued warranty costs—current portion		—			6,547			—					6,547
Accrued expenses		3,281			23,615			(10,451	)		3i		16,445
Deferred warranty income		—			4,143			—					4,143
Other current liabilities		—			1,490			—					1,490
Current portion of senior term debt		—			11,750			—					11,750

Total current liabilities	$	4,672		$	113,291		$	(11,791	)			$	106,172
Long-term liabilities:
Deferred underwriters’ fee		3,738			—			(3,738	)		3c		—
Long-term debt		—			208,842								208,842
Accrued warranty costs		—			8,679			—					8,679
Deferred warranty income		—			7,932			—					7,932
Other liabilities		—			12,314			—					12,314
Accrued pension liability		—			39,535			—					39,535

Total long-term liabilities	$	3,738		$	277,302		$	(3,738	)			$	277,302
Common stock subject to possible redemption		101,760			—			(101,760	)		3d		—
Stockholders’ equity (deficit)
Preferred stock		—			—			50,000			3e		50,000
Common stock		—			1			1			3a		2
								(1	)		3a
								1			3d
Additional paid-in- capital		10,650			—			119,999			3a		(34,288	)
								(100,000	)		3a
								(120,000	)		3a
								(5,650	)		3a
								101,760			3d
								8,900			3h
								25,000			3f
								(74,947	)		3g
Accumulated deficit		(5,650	)		(102,857	)		5,650			3a		(117,928	)
								(21,262	)		3c
								(8,900	)		3h
								15,091			3i
Accumulated other comprehensive loss		—			(45,974	)		—					(45,974	)

Total stockholders’ equity (deficit)	$	5,000		$	(148,830	)	$	(4,358	)			$	(148,188	)

Total liabilities and stockholders’ equity	$	115,170		$	241,763		$	(121,647	)			$	235,286

See accompanying notes to unaudited pro forma condensed combined financial information.

-15-

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended January 3, 2015

(in thousands, except share and per share information)


	Hennessy Capital Acquisition Corp.			School Bus Holdings Inc. and subsidiaries			Pro Forma Adjustments			Footnote Reference		Pro Forma Combined
Net sales	$	—		$	165,833		$	—				$	165,833
Cost of goods sold		—			146,355			—					146,355

Gross profit		—			19,478			—					19,478
Operating expenses:
Selling, general and administrative expenses (4b, 4c)		1,802			15,459			(2,208	)		4a		15,053

Operating profit		(1,802	)		4,019			2,208					4,425
Interest expense		—			(5,135	)							(5,135	)
Interest income		9			32			(9	)		4d		32
Other income (expense), net		—			11			—					11

Income (loss) before income taxes		(1,793	)		(1,073	)		2,199					(667	)
Income tax benefit		—			431			—					431
Equity in net income of affiliates		—			18			—					18

Net loss from continuing operations	$	(1,793	)	$	(624	)	$	2,199				$	(218	)

Earnings (loss) per share from continuing operations available to common shareholders	$	(0.45	)									$	(0.01	)

Weighted average shares outstanding — Basic and diluted		4,022,000						16,670,800			5a		20,692,800

See accompanying notes to unaudited pro forma condensed combined financial information.

-16-

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Fiscal Year Ended September 27, 2014

(in thousands, except share and per share information)


	Hennessy Capital Acquisition Corp.			School Bus Holdings Inc. and subsidiaries			Pro Forma Adjustments			Footnote Reference		Pro Forma Combined
Net sales	$	—		$	855,735		$	—				$	855,735
Cost of goods sold		—			746,362			—					746,362

Gross profit		—			109,373			—					109,373
Operating expenses:
Selling, general and administrative expenses (4b, 4c)		3,881			91,445			(12,876	)		4a		82,450

Operating profit		(3,881	)		17,928			12,876					26,923
Interest expense		—			(6,156	)		(10,800	)		4e		(16,956	)
Interest income		24			102			(24	)		4d		102
Other income (expense), net		—			72			—					72

Income (loss) before income taxes		(3,857	)		11,946			2,052					10,141
Income tax benefit (expense)		—			(10,076	)		(1,900	)		4a		(8,176	)
								3,800			4e
Equity in net (loss) of affiliates		—			845			—					845

Net income from continuing operations	$	(3,857	)	$	2,715		$	3,952				$	2,810

Earnings (loss) per share from continuing operations available to common shareholders	$	(1.13	)									$	0.14

Weighted average shares outstanding — Basic and diluted		3,402,000						17,290,800			5a		20,692,800

See accompanying notes to unaudited pro forma condensed combined financial information.

-17-

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.	Description of Transaction

Pursuant to the Purchase Agreement, as amended, the Total Purchase Price for the Business Combination was $220.0 million, consisting of the Cash Component and the Equity Component, as follows:

•

The Cash Component was $100 million, representing the cash available to pay the Total Purchase Price. The Cash Component equaled (i) the dollar amount remaining in our trust account after redemptions described herein, plus (ii) $50.0 million raised pursuant to the PIPE Investment and the Subsequent PIPE Investment, plus (iii) $25.0 million raised pursuant to the Subsequent Common Backstop Placement, minus (iv) approximately $15 million of our expenses incurred in connection with the Business Combination; and

•

The Equity Component was 12 million shares of our common stock, representing 8.0 million shares plus one share for each $10.00 by which the Cash Component was less than $140.0 million.

The Equity Component was paid solely to Seller. Upon consummation of the Business Combination, 13.6% of the Cash Component was paid to participants in SBH’s phantom award plan and the balance of the Cash Component was paid to Seller. Following completion of the Business Combination, Hennessy Capital’s existing stockholders, including the HCAC Sponsor, retained an ownership interest of 29.4% of the Company, and Seller acquired 58.0% of our outstanding common stock. These percentages give effect to the issuance of 1,212,500 shares of common stock upon consummation of the Placement Warrant Exchange and the Sponsor Exchange Offer and exclude the shares of common stock issuable upon conversion of our Series A Preferred Stock and upon exercise of unsurrendered warrants.

2.	Basis of Presentation

The Business Combination will be accounted for as a “reverse acquisition” since, immediately following completion of the transaction, the stockholder of SBH immediately prior to the Business Combination has effective control of Blue Bird Corporation, the post-combination company, through its 58% ownership interest in the combined entity, and its selection of a majority of the board of directors and its designation of all of the senior executive positions. For accounting purposes, SBH will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of SBH (i.e., a capital transaction involving the issuance of stock by Hennessy Capital and payment of cash consideration for the stock of SBH payable to the stockholder of SBH and to the Phantom Plan Participants). Accordingly, the consolidated assets, liabilities and results of operations of SBH will become the historical financial statements of Blue Bird Corporation, and Hennessy Capital’s assets, liabilities and results of operations will be consolidated with SBH beginning on the acquisition date. No step-up in basis or intangible assets or goodwill will be recorded in this transaction.

Additionally, since Blue Bird reports its operations on a 52-53 week fiscal year ending on the Saturday closest to September 30, and Hennessy reports its operations on a calendar year, the accompanying unaudited combined pro forma information has been prepared based on Blue Bird’s fiscal year end.

The unaudited pro forma condensed combined balance sheet as of January 3, 2015 was derived from Blue Bird’s unaudited condensed consolidated balance sheet as of January 3, 2015 and Hennessy Capital’s audited balance sheet as of December 31, 2014. The unaudited pro forma condensed combined balance sheet as of January 3, 2015 assumes that the Business Combination and the related proposed financing transactions were completed on January 3, 2015.

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The unaudited pro forma condensed combined statement of operations information for the three months ended January 3, 2015 was derived from Blue Bird’s unaudited condensed consolidated statement of operations for the three months ended January 3, 2015 contained elsewhere herein and Hennessy Capital’s unaudited supplementary data (unaudited) for the three months ended December 31, 2014 contained in Item 8 of Hennessy Capital’s Annual Report on Form 10-K for the year ended December 31, 2014. The unaudited pro forma condensed combined statement of operations information for the year ended September 27, 2014 was derived from Blue Bird’s audited consolidated statement of operations for the year ended September 27, 2014 and Hennessy Capital’s unaudited condensed statement of operations for the period September 24, 2013 (inception) to September 30, 2014. The unaudited pro forma condensed combined statement of operations for the year ended September 27, 2014 and for the three months ended January 3, 2015 gives pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on September 29, 2013.

3.	Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustments to the unaudited combined pro forma balance sheet consist of the following:

(a)

Reflects the transfer of $115.0 million from Hennessy Capital’s trust account and the payment of the Cash Component of the Total Purchase Price. Pursuant to the Purchase Agreement, the Total Purchase Price for the Business Combination was $220.0 million, consisting of (i) $100.0 million in cash payable to Seller and others and (ii) $120.0 million payable in 12,000,000 shares of our common stock issuable to Seller (valued at $10.00 per share). This adjustment also reflects the elimination of Blue Bird’s equity and Hennessy Capital’s retained earnings upon consummation of the Business Combination.

(b)

Reflects the transfer of $33 thousand from Hennessy Capital’s trust account to working capital to pay taxes.

(c)

Reflects the payment of transaction costs associated with the Business Combination, which are estimated to be approximately $25.0 million in total for both parties, which includes $3.7 million of deferred underwriting fees from Hennessy Capital’s IPO which are due upon consummation of the Business Combination.

(d)

Elimination of common stock subject to redemption. See also redemptions in note 3g.

(e)

Represents the issuance of 500,000 shares of Series A Convertible Preferred Stock in consideration for $50.0 million in cash. The Series A Convertible Preferred Stock will be convertible into shares of Hennessy Capital common stock at an assumed conversion price of $11.75. The unaudited pro forma combined balance sheet does not assume conversion of the Series A Convertible Preferred Stock. If the Series A Convertible Preferred Stock were to be converted into shares of Hennessy Capital common stock, the impact on the unaudited pro forma condensed balance sheet as of January 3, 2015 would be as follows:


Line item	Pro Forma Combined			Adjusted for the conversion
	(in thousands of dollars)
Convertible preferred stock	$	50,000		$	—
Common stock	$	2		$	2
Additional paid-in-capital	$	(34,288	)	$	15,712
Stockholders’ deficit	$	(148,188	)	$	(148,188	)

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(f)

Represents the private placement of 2,500,000 shares ($25 million) of common stock pursuant to the Subsequent Common Backstop Placement.

(g)

Represents 7,494,700 common shares ($74.974 million) redeemed on the closing date.

(h)

Represents the 13.6% portion (approximately $13.6 million) of the Cash Component of the Total Purchase Price which is assumed to be allocated to Phantom Plan Participants, net of related tax at 35% or approximately $4.7 million. This amount, $13.6 million, will be charged to selling, general and administrative expenses, and the related taxes will be credited to income tax expense, in the fiscal quarter in which the closing occurs. However, there is no effect on the unaudited pro forma condensed combined statements of operations because this expense is non-recurring.

(i)

Represents an adjustment to transaction costs (estimated to be $25 million, including deferred underwriting costs (see pro forma adjustment 3c above)), for costs that Hennessy Capital and Blue Bird have already paid, accrued or included in accounts payable.

(j)

Our initial stockholders forfeited 2,002,750 million founder shares upon consummation of the Business Combination. The aggregate amount of the par value of common stock to be forfeited, $200, is rounded down to zero and therefore not separately reflected in the pro forma balance sheet.

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4. Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The notes and pro forma adjustments to the unaudited condensed combined pro forma statements of operations consist of the following:

(a)

Elimination of Hennessy Capital’s costs to locate a potential acquisition target, and costs of the Business Combination incurred by both Hennessy Capital and Blue Bird. Also reflects the effect of the portion of such costs that are estimated to be deductible for income taxes at an approximately 35% tax rate.

(b)

As described in Note 10 to the consolidated financial statements of Blue Bird for the year ended September 27, 2014, in June 2014 Blue Bird executed its dividend recapitalization. In connection therewith, Blue Bird borrowed $235 million, paid a dividend to its stockholder equal to $226.8 million and triggered the payment of $24.7 million, and related expense, relating to SBH’s phantom award plan. Such unusual expenses relating to compensation are not eliminated from the pro forma statement of operations pursuant to the SEC rules regarding pro forma financial information.

(c)

The Company will incur additional costs in order to satisfy its obligations as a fully reporting public company. The Company estimates these costs to be at least $2.0 million annually in additional public company expenses; however, this estimate has not been reflected as an adjustment to the unaudited pro forma statements of operations.

(d)

Elimination of interest income on the Hennessy Capital trust assets.

(e)

Addition of interest expense on the Credit Agreement, entered into on June 27, 2014, by Blue Bird and certain lenders calling for an aggregate commitment of up to $295.0 million. The interest rate on the borrowing base at closing of the financing on June 27, 2014 was 7.75% and was converted to LIBOR-based funding at a rate of 6.5% on July 1, 2014. Therefore the condensed combined pro forma statement of operations for the year ended September 27, 2014 contains an adjustment for approximately $10.8 million, representing 6.5% interest for an additional nine months assuming that the net increase in outstanding long-term debt of approximately $222.0 million at June 28, 2014 was outstanding at September 29, 2013 and adjusting for the related effect on income tax expense using a tax rate of approximately 35%. Each 0.125% change in the interest rate would generate an approximately $290,000 change in interest expense.

5. Earnings per Share

The pro forma adjustments to the unaudited combined pro forma statement of operations earnings per share consist of the following.

(a)

The unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the historic Hennessy Capital weighted average number of shares outstanding of 4,022,000 and 3,402,000 for the three months ended December 31, 2014 and the period from September 24, 2013 (inception) to September 30, 2014, respectively, adjusted by: (a) 10,353,000 and 10,973,000, respectively, to increase the weighted average share amount to 14,375,000 at January 3, 2015 and September 27, 2014, representing the total number of shares outstanding as of January 3, 2015 and September 27, 2014 inclusive of the shares that would no longer be subject to possible redemption as a result of the Business Combination, (b) 12,000,000 shares issued in connection with the Business Combination, (c) 1,212,500 shares to be issued, contingent upon the consummation of the Business Combination, in exchange for 12,125,000 Warrants held by the HCAC Sponsor and/or the public stockholders, (d) 2,500,000 shares issued in the Subsequent Common Backstop Placement, (e) 102,750 shares issued to the Backstop Commitment Investor as a utilization fee and (f) less 2,002,750 founder shares forfeited at closing of the Business Combination and 7,494,700 shares of common stock redeemed, as follows:


	January 3, 2015			September 27, 2014
Weighted average shares reported		4,022,000			3,402,000

Add: Redeemable/IPO shares		10,353,000			10,973,000
Equity purchase price		12,000,000			12,000,000
Public Warrant Exchange Offer and the Sponsor Warrant Exchange		1,212,500			1,212,500
Private placement of common stock		2,500,000			2,500,000
Utilization fee shares		102,750			102,750
Subtract: Founder shares forfeited at closing		(2,002,750	)		(2,002,750	)
Common stock redeemed		(7,494,700	)		(7,494,700	)

Subtotal Added		16,670,800			17,290,800

Weighted average shares pro forma		20,692,800			20,692,800

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Hennessy Capital currently has 23,625,000 warrants to purchase up to a total of 11,812,500 shares of common stock and, following consummation of the Public Warrant Exchange Offer and the Sponsor Warrant Exchange, the Company will have 11,500,000 outstanding Warrants to purchase a total of 5,750,000 shares of common stock. Additionally, the 500,000 shares of Series A Convertible Preferred Stock issued at the Closing will be convertible into a total of approximately 4,314,063 shares of Hennessy Capital common stock (assuming a conversion price of $11.59 per share). Because the unexchanged Warrants are exercisable and the Series A Convertible Preferred Stock are convertible at per share amounts exceeding the current market price of our common stock and the approximate per share redemption price of $10.00, the unexchanged Warrants and Series A Convertible Preferred Stock are considered antidilutive and any shares that would be issued upon exercise of the unexchanged Warrants or conversion of the Series A Convertible Preferred Stock are not included in the earnings per share calculations.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Blue Bird is set forth in the Proxy Statement in the section entitled “Blue Bird Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 226, which is incorporated by reference herein. That discussion pertains to Blue Bird’s financial position and results of operations for the annual periods specified therein. We have set forth below a comparable discussion with respect to Blue Bird’s results of operations for the first quarters of fiscal 2015 and fiscal 2014 and financial condition as of January 3, 2015.

The following discussion and analysis of financial condition and results of operations of Blue Bird should be read in conjunction with Blue Bird’s unaudited financial statements for the three months ended January 3, 2015 and December 28, 2013 and related notes appearing elsewhere in this Current Report on Form 8-K. Blue Bird’s actual results may not be indicative of future performance. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed or incorporated by reference in “—Cautionary Note Regarding Forward-Looking Statements” and “—Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements. Certain monetary amounts, percentages and other figures included in this Current Report on Form 8-K have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.

We refer to the fiscal years ended September 27, 2014 and ending October 3, 2015 as “fiscal 2014” and “fiscal 2015,” respectively. We refer to the quarter ended January 3, 2015 as the “first quarter of fiscal 2015” and we refer to the quarter ended December 28, 2013 as the “first quarter of fiscal 2014.” There were 13 weeks in the first quarter of fiscal 2014 and 14 weeks in the first quarter of fiscal 2015.

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Overview

Blue Bird is the leading independent designer and manufacturer of school buses. Blue Bird’s longevity and reputation in the school bus industry have made it an iconic American brand. Blue Bird distinguishes itself from its principal competitors by dedicating its focus to the design, engineering, manufacture and sale of school buses and related parts. As the only principal manufacturer of chassis and body production specifically designed for school bus applications, Blue Bird is recognized as an industry leader for school bus innovation, safety, product quality/reliability/durability, operating costs and durability. In addition, Blue Bird is the market leader in alternative fuel applications with its propane-powered and compressed natural gas (“CNG”)-powered school buses.

Blue Bird sells its buses and aftermarket parts through an extensive network of United States and Canadian dealers that, in their territories, are exclusive to Blue Bird on Type C and D school buses. Blue Bird also sells directly to major fleet operators, the United States government, state governments and authorized dealers in a number of foreign countries.

Blue Bird’s performance has been driven by the implementation of repeatable processes focused on product initiatives, continuous improvement of competitiveness and manufacturing flexibility, and new market initiatives, as described below:

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Product initiatives include the introduction of the second generation propane-powered powertrain through an exclusive relationship with Ford and ROUSH CleanTech, and the introduction of differentiating features such as Blue Bird’s new E-Z window design, telematics and re-designed luggage boxes.

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Increased cost competitiveness arises from the consolidation of assembly operations from two plants into one, while increasing production at the Fort Valley assembly plant, and increasing overall capacity, the reduction of the number of bus architectures and the implementation of long-term supply contracts (addressing both component price and supply) covering a substantial portion of the value of Blue Bird’s purchases from suppliers, including long-term agreements with its major single-source suppliers.

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New marketing initiatives include a data driven market plan for the replacement of under-performing dealers through rigorous data-driven processes, an expansion of export markets and the introduction of a comprehensive electronic parts catalog across a broad number of service points.

School buses are typically powered by diesel engines. However, in 2007, Blue Bird introduced the first propane-powered Type C school bus. Propane is currently the fastest growing powertrain offering in the school bus market. Blue Bird was until recently the only manufacturer

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of propane-powered Type C buses for school districts. The first registrations (11 units) of Thomas Bus’ propane-powered Type C school buses occurred in May 2014. Additionally, IC Bus announced in September 2014 that it will introduce a propane-powered Type C school bus in the summer of 2015. Blue Bird’s management believes that the growth of the propane share of total school bus sales will accelerate further with the entrance of Thomas Bus and IC Bus into this market. Although propane-powered school buses require some dedicated infrastructure and are somewhat more expensive on a per unit basis than diesel, they are significantly less expensive to operate. Over the lifetime of a school bus, the fuel and maintenance cost savings from the use of propane-powered engines can be substantial. In addition, propane-powered buses are aligned with the increased national focus on green technologies and the environment as they generate significantly less emissions than diesel buses. Further, domestically sourced propane gas reduces dependence on foreign sources of oil. Blue Bird is also a leading manufacturer of school buses fueled by CNG. In the school bus industry, CNG is a niche product that is attractive to customers in certain markets that contain an existing refueling infrastructure. CNG requires a significantly higher upfront refueling infrastructure investment compared to propane. CNG-powered buses are typically only sold in states that offer significant grants for clean fuel solutions (such as California).

As a result of the concentration of Blue Bird’s sales in the school bus industry in the United States and Canada, Blue Bird’s operations are affected by national, state and local economic and political factors that impact spending for public and, to a lesser extent, private education. However, unlike the discretionary portion of school budgets, the provision of school bus services is typically viewed as a mandatory part of the public infrastructure across most of the United States and Canada, ensuring that funding for new school buses receives some level of priority even in a difficult economic climate.

Factors Affecting Blue Bird’s Revenues

Blue Bird’s revenues are driven primarily by the following factors:

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Property tax revenues . Property tax revenue is one of the major sources of funding for new school buses. Property tax revenues are a function of land and building prices, relying on assessments of property value by state or county assessors and millage rates voted by the local electorate.

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Student enrollment . Increases or decreases in the number of school bus riders will have a direct impact on school district demand.

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Revenue mix . Blue Bird is able to charge more for certain of its products ( e.g. , Type C propane-powered school buses, Type D buses and buses with higher option content) than other products. The mix of products sold in any fiscal period can directly impact Blue Bird’s revenues for the period.

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Strength of the dealer network . Blue Bird relies on its dealers, as well as a small number of major fleet operators, to be the direct point of contact with school districts and their purchasing agents. An effective dealer is capable of expanding revenues within a given school district by matching that district’s needs to Blue Bird’s capabilities, offering options that would not otherwise be provided to the district.

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Pricing . Blue Bird products are sold to school districts throughout the United States and Canada. Each state and each Canadian province has its own set of regulations that govern the purchase of products, including school buses, by their school districts. Blue Bird and its dealers must navigate these regulations, purchasing procedures and the districts’ specifications in order to reach mutually acceptable price terms. Pricing may or may not be favorable to Blue Bird, depending upon a number of factors impacting purchasing decisions.

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Buying Patterns of Major Fleets . Major fleets regularly compete against one another for existing accounts. Fleets are also continuously trying to win the business of school districts that operate their own transportation services. These activities can have either a positive or negative impact on Blue Bird’s sales, depending on the brand preference of the fleet that wins the business. Major fleets also periodically review their fleet sizes and replacement patterns due to funding availability as well as the profitability of existing routes. These actions can impact total purchases by fleets in a given year.

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Seasonality. Blue Bird’s sales are subject to seasonal variation based on the school calendar. For Blue Bird, the peak season has historically been during its third and fourth fiscal quarters. Sales during the third and fourth fiscal quarters are typically greater than the first and second fiscal quarters due to the desire of municipalities to have any new buses that they order available to them at the beginning of the new school year. There are, however, variations in the seasonal demands from year to year depending in large part upon municipal budgets, distinct replacement cycles and student enrollment. This seasonality and annual variations of this seasonality could impact the ability to compare results between time periods.

Factors Affecting Blue Bird’s Expenses and Other Items

Blue Bird’s expenses and other line items in Blue Bird’s consolidated statement of operations are principally driven by the following factors:

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Cost of goods sold . The components of Blue Bird’s cost of goods sold consist of material costs (principally powertrain components, steel and rubber, as well as aluminum and copper), labor expense and overhead. Blue Bird’s cost of goods sold may vary from period to period in part due to changes in sales volume and in part due to efforts by certain suppliers to pass through the economics associated with key commodities, design changes with respect to specific components, design changes with respect to specific bus models, wage increases for plant labor, the productivity of plant labor, delays in receiving materials and other logistical problems and the impact of overhead items ( e.g. , utilities).

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Selling, general and administrative expenses . Blue Bird’s selling, general and administrative expenses include costs associated with Blue Bird’s selling and marketing efforts, engineering, centralized finance, human resources, purchasing and information technology services, and other administrative functions (such as insurance, office supplies, utilities, etc .). In most instances, other than direct costs associated with sales and marketing programs, the

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principal component of these costs is salary expense. Changes from period to period are typically driven by the number of Blue Bird employees, as well as by merit increases provided to experienced personnel.

As a result of the consummation of the Business Combination, Blue Bird must comply with laws, regulations and requirements it did not need to comply with as a private company, including certain provisions of the Sarbanes-Oxley Act and related SEC regulations, as well as Nasdaq listing requirements. Compliance with the requirements of being a public company require Blue Bird to increase operating expenses in order to pay employees, legal counsel and accountants to assist Blue Bird in, among other things, external reporting, instituting and monitoring a more comprehensive compliance and board governance function, establishing and maintaining internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and preparing and distributing periodic public reports in compliance with its obligations under the federal securities laws. In addition, being a public company will make it more expensive for Blue Bird to obtain director and officer liability insurance. Blue Bird estimates that incremental annual public company costs (excluding stock based compensation costs) will be at least $2 million per fiscal year.

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Interest expense . Blue Bird’s interest expense relates to costs associated with its debt instruments and reflects both the amount of its indebtedness and the interest rate that Blue Bird is required to pay on its debt. Blue Bird refinanced its senior debt in June 2014, entering into a $235 million first lien credit agreement and a $60 million revolving credit agreement. Proceeds of the refinancing were used to repay existing indebtedness and to finance a dividend payment to Blue Bird’s shareholders.

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Interest income . Interest income represents interest earned by Blue Bird on past-due receivables from dealers. Amounts are not expected to be material.

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Other income (expense) . Blue Bird includes miscellaneous items in other income (expense).

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Income taxes . Blue Bird makes estimates of the amounts to recognize for income taxes in each tax jurisdiction in which it operates. In addition, provisions are established for withholding taxes related to the transfer of cash between jurisdictions and for uncertain tax positions taken.

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Equity in net income of non-consolidated affiliate . Blue Bird includes in this line item our share of income or loss from our investment in Micro Bird, our unconsolidated 50/50 Canadian joint venture.

Key Measures Blue Bird Uses to Evaluate Its Performance

Adjusted EBITDA and Adjusted EBITDA margin are included in this Current Report on Form 8-K because management views these metrics as a useful way to look at the performance of Blue Bird’s operations between periods and to exclude decisions on capital investment and financing that might otherwise impact the review of profitability of the business based on present market conditions.

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Blue Bird defines Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, as adjusted to add back restructuring costs, any tax expense allocated to our equity investment in a non-consolidated affiliate, certain management incentive compensation expenses and special expenses incurred outside the ordinary course of business. Blue Bird defines Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales. Adjusted EBITDA and Adjusted EBITDA margin are not measures of performance defined in accordance with GAAP. Blue Bird uses Adjusted EBITDA and Adjusted EBITDA margin as a supplement to its GAAP results in evaluating certain aspects of its business, as described below.

Blue Bird believes that Adjusted EBITDA and Adjusted EBITDA margin are useful to investors in evaluating its performance because Adjusted EBITDA and Adjusted EBITDA margin consider the performance of Blue Bird’s operations, excluding decisions made with respect to capital investment and financing. Blue Bird believes that the disclosure of Adjusted EBITDA and Adjusted EBITDA margin offer additional financial metrics that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of Blue Bird’s results of operations and the factors and trends affecting Blue Bird’s business.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss) as an indicator of Blue Bird’s performance or as alternatives to any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA and Adjusted EBITDA margin. Although Blue Bird believes that Adjusted EBITDA and Adjusted EBITDA margin may enhance an evaluation of Blue Bird’s operating performance based on recent revenue generation and product/overhead cost control because they exclude the impact of prior decisions made about investment and financing, (i) other companies in Blue Bird’s industry may define Adjusted EBITDA and Adjusted EBITDA margin differently than Blue Bird does and, as a result, they may not be comparable to similarly titled measures used by other companies in Blue Bird’s industry and (ii) Adjusted EBITDA and Adjusted EBITDA margin exclude certain financial information that some may consider important in evaluating Blue Bird’s performance.

Blue Bird compensates for these limitations by providing disclosure of the differences between Adjusted EBITDA and GAAP results, including providing a reconciliation to GAAP results, to enable investors to perform their own analysis of Blue Bird’s operating results. Because of these limitations, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss) as an indicator of Blue Bird’s performance, as an alternative to net cash provided by operating activities as a measure of liquidity, or as an alternative to any other measure prescribed by GAAP. Blue Bird’s management compensates for these limitations by analyzing both Blue Bird’s GAAP results and non-GAAP measures and using Adjusted EBITDA and Adjusted EBITDA margin as supplemental financial metrics for evaluation of Blue Bird’s operating performance. See Blue Bird’s condensed consolidated statements of operations and condensed consolidated statements of cash flows included elsewhere in this Current Report on Form 8-K.

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Blue Bird’s measure of “free cash flow” may constitute a non-GAAP financial measure. Free cash flow is used in addition to and in conjunction with results presented in accordance with GAAP and free cash flow should not be relied upon to the exclusion of GAAP financial measures. Free cash flow reflects an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. Blue Bird strongly encourages shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Free cash flow is defined as net cash provided in continuing operations less cash paid for fixed assets. We use free cash flow, and ratios based on it, to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe it is a more conservative measure of cash flows since purchases of fixed assets are a necessary component of ongoing operations. In limited circumstances in which proceeds from sales of fixed assets exceed purchases, free cash flow would exceed cash flow from operations. However, since we do not anticipate being a net seller of fixed assets, we expect free cash flow to be less than operating cash flows. See “—Short-Term and Long-Term Liquidity Requirements”.

Our Segments

Blue Bird manages its business in two operating segments, which are also Blue Bird’s reportable segments: (i) the Bus segment, which involves the design, engineering, manufacture and sales of school buses and extended warranties; and (ii) the Parts segment, which includes the sales of replacement bus parts. Financial information is reported on the basis that it is used internally by the chief operating decision maker (“ CODM ”) in evaluating segment performance and deciding how to allocate resources to segments. The Chief Executive Officer of the Company has been identified as the CODM. Management evaluates the segments based primarily upon revenues and gross profit.

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Consolidated Results of Operations for the Quarters Ended January 3, 2015 and December 28, 2013


(in thousands except for share data)	Three Months Ended January 3, 2015			Increase (Decrease)						Three Months Ended December 28, 2013

	(unaudited)			$			%			(unaudited)
Net sales	$	165,833		$	19,840			13.6		$	145,993
Cost of goods sold		146,355			20,822			16.6			125,533

Gross profit		19,478			(982	)		(4.8	)		20,460

Operating expenses
Selling, general and administrative expenses		15,459			1,357			9.6			14,102

Operating profit		4,019			(2,339	)		(36.8	)		6,358
Interest expense		(5,135	)		(4,860	)		1,767.3			(275	)
Interest income		32			7			28.0			25
Other income, net		11			(10	)		(47.6	)		21

Income (loss) before income taxes		(1,073	)		(7,202	)		(117.5	)		6,129
Income tax (expense) benefit		431			2,584			(120.0	)		(2,153	)
Equity in net income of non-consolidated affiliate, net of tax		18			(75	)		(80.6	)		93

Income (loss) from continuing operations		(624	)		(4,693	)		(115.3	)		4,069
Income (loss) from discontinued operations, net of tax		(4	)		2			(33.3	)		(6	)

Net income (loss)	$	(628	)	$	(4,691	)		(115.5	)	$	4,063

Other financial data:
Adjusted EBITDA	$	7,402			(2,191	)		(22.8	)	$	9,593
Adjusted EBITDA margin		4.5	%		-2.1	%		(32.1	)		6.6	%

The following provides an analysis of the results of operations of Blue Bird’s two reportable segments:

Net Sales by Segment
Bus	$	151,984			18,059			13.5		$	133,925
Parts	$	13,849			1,781			14.8		$	12,068

Cost of Goods Sold by Segment:
Bus	$	137,682			19,762			16.8		$	117,920
Parts	$	8,673			1,060			13.9		$	7,613

Net sales . Total net sales were $165.8 million for the first quarter of fiscal 2015, an increase of $19.8 million, or 13.6%, compared to $146.0 million for the first quarter of fiscal 2014, reflecting an increase in units booked as bookings were 1,824 units for the first quarter of fiscal 2015 compared to 1,545 units for the first quarter of fiscal 2014. The increase in unit sales is partially attributable to five additional shipping days, driven by Blue Bird’s fiscal year which ends on the Saturday closest to September 30th, in the first quarter of fiscal 2015 compared to the first quarter of fiscal 2014. We believe that the additional shipping days contributed approximately $11.2 million of the $19.8 million increase in net sales.

For the bus segment, the average net sales price per unit for the first quarter of fiscal 2015 was 3.9% lower than the price per unit for the first quarter of fiscal 2014. This reduction in unit price reflects pricing pressures and product mix changes as higher revenue per unit product (Type D and export chassis) was replaced by lower revenue per unit product (Type C diesel powered units).

Parts sales for the first quarter of fiscal 2015 were $13.8 million, an increase of $1.7 million or 14.0% compared with sales of $12.1 million for the first quarter of fiscal 2014. The

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increase in parts sales is due primarily to five additional shipping days in the first quarter of fiscal 2015 compared to the first quarter of fiscal 2014 (which we believe contributed approximately $0.9 million of the $1.8 million increase in net sales) and an increase in promotional sales activities in the first quarter of fiscal 2015.

Cost of Goods Sold . Total cost of goods sold were $146.4 million for the first quarter of fiscal 2015, an increase of $20.8 million, or 16.6%, compared to $125.5 million for the first quarter of fiscal 2014, reflecting increased bus segment cost of goods sold of $19.8 million or 16.8% and increased parts segment cost of goods sold of $1.1 million or 13.9%. As a percentage of net sales, total cost of goods sold increased from 86.0% to 88.3%, bus segment costs of goods sold increased from 88.0% to 90.6% and parts segment costs of goods sold decreased from 63.1% to 62.6%.

For the bus segment, the average cost of goods sold per unit for the first quarter of fiscal 2015 decreased by 1.1% compared to the average cost of goods sold per unit for the first quarter of fiscal 2014. This reflects primarily product mix changes, operational efficiencies and material cost improvements. Labor productivity (with 100% as the standard) was 106.7% for the first quarter of fiscal 2015, an improvement of 1.5 points compared to 105.2% for the first quarter of fiscal 2014. The material cost improvements reflect favorable commodity prices.

The parts segment cost of goods sold increase of $1.1 million reflects primarily an increase in volume.

Operating Profit. Total operating profit was $4.0 million for the first quarter of fiscal 2015, a decrease of $2.3 million, or 36.8%, compared to $6.4 million for the first quarter of fiscal 2014. Profitability was negatively impacted by a decrease in gross profit and an increase in selling, general and administrative expenses due to Business Combination expenses and employment expenses. Operating profit during the second quarter of fiscal 2015 will be adversely impacted by expenses associated with the Business Combination. As described in the notes to our unaudited pro forma condensed combined financial statements, the portion of the Cash Component of the Total Purchase Price paid to participants in SBH’s phantom award plan (approximately $13.6 million) will be charged to selling, general and administrative expenses, and the related taxes will be credited to income tax expense, during the Company’s second quarter of fiscal 2015.

Interest expense, net . Interest expense, net was $5.1 million for the first quarter of fiscal 2015, an increase of $4.9 million compared to $0.3 million for the first quarter of fiscal 2014. The increase was primarily attributable to average borrowing levels in the first quarter of fiscal 2015 of $234.9 million compared with $12.5 million in the first quarter of fiscal 2014. On June 27, 2014, in connection with its June 2014 dividend recapitalization, Blue Bird entered into a new credit agreement, substantially increasing its long-term debt. See “—Liquidity and Capital Resources—Indebtedness.” The increase in long-term debt is expected to result in substantially increased interest expense in future periods.

Income tax benefit (expense) . Income tax benefit was $0.4 million for the first quarter of fiscal 2015, a change of $2.6 million compared to an income tax expense of $2.2 million for the first quarter of fiscal 2014. The decrease in tax expense was primarily the result of a $7.2 million decrease in income before taxes from the first quarter of fiscal 2014 to the first quarter of fiscal 2015.

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result of interest and penalties on uncertain tax positions, offset in part by the benefit from a domestic production activities deduction and a discrete tax benefit from the extension of the U.S. Federal Research and Development Tax Credit for 2014. The effective tax rate for the three month period ended December 28, 2013 was substantially the same as the statutory federal income tax rate of 35.0%, as a benefit of a domestic production activities deduction was offset by state tax expense.

Net income (loss) from continuing operations . Net loss from continuing operations was $(0.6) million for the first quarter of fiscal 2015, a decrease of $4.7 million compared to net income from continuing operations of $4.1 million for the first quarter of fiscal 2014. The decrease reflects primarily an increase in interest expense, net of $4.9 million, a decrease in operating profit of $2.3 million and a decrease in equity in net income of non-consolidated affiliate, net of tax of $0.1 million, offset by a decrease in tax expense of $2.6 million.

Discontinued Operations . In 2007 Blue Bird sold its entire coach business to an unrelated third-party. Results of operations for this disposed business have been classified as discontinued operations since 2007. Activities from discontinued operations are related primarily to legal expenses.

Adjusted EBITDA . Adjusted EBITDA was $7.4 million or 4.5% of net sales for the first quarter of fiscal 2015, a decrease of $2.2 million, or 22.8%, compared to $9.6 million or 6.6% of net sales for the first quarter of fiscal 2014. The $2.2 million reduction in Adjusted EBITDA is primarily the result of increased selling, general and administrative expenses and lower gross profit.

The following table sets forth a reconciliation of Adjusted EBITDA to net income for the first quarter of fiscal 2015 and the first quarter of fiscal 2014:


(in thousands of dollars)	Three Months Ended January 3, 2015			Three Months Ended December 28, 2013
	(unaudited)			(unaudited)
Net income	$	(628	)	$	4,063
Loss (income) from discontinued operations, net of tax		(4	)		(6	)

Income (loss) from continuing operations		(624	)		4,069
Interest expense		5,135			275
Interest income		(32	)		(25	)
Income tax (benefit) expense		(431	)		2,153
Depreciation and amortization		2,264			2,450
Management incentive compensation		—			631
Tax expense, non-consolidated		10			40
Business combination expenses		611			—
Loss on disposal of fixed assets		469			—

Adjusted EBITDA	$	7,402		$	9,593

Adjusted EBITDA margin (percentage of net sales)		4.5	%		6.6	%

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Liquidity and Capital Resources

Background. Blue Bird’s primary sources of liquidity are cash generated from its operations, available cash and borrowings under its credit facility. As of January 3, 2015, Blue Bird had $23.5 million of available cash (net of outstanding checks) and $54.7 million of additional borrowings available under the revolving line of credit portion of its senior secured credit facilities. Blue Bird’s revolving line of credit is available for working capital requirements, capital expenditures and other general corporate purposes.

Indebtedness. On June 27, 2014, Blue Bird entered into a credit agreement, by and among (i) Blue Bird Body Company, as the borrower, (ii) School Bus Holdings Inc. (“ SBH ”), Peach County Holdings, Inc. (“ Peach ”) and Blue Bird Global Corporation (formerly, Blue Bird Corporation) (collectively with SBH and Peach, the “ Parents ”), as guarantors, (iii) SG Americas Securities, LLC, Macquarie Capital (USA) Inc. and Fifth Third Bank, as joint bookrunners and joint lead arrangers, (iv) Macquarie Capital (USA) Inc. and Fifth Third Bank, as co-syndication agents, and (v) Société Générale, as Administrative Agent (the “ Credit Agreement ”). The credit facility provided for under the Credit Agreement consists of a term loan facility with an aggregate initial principal amount of $235.0 million (the “ Term Loan Facility ”) and a revolving credit facility with aggregate commitments of $60.0 million, which revolving credit facility includes a $15.0 million letter of credit sub-facility and $5.0 million swingline sub-facility (the “ Revolving Credit Facility ”, and together with the Term Loan Facility, each a “ Credit Facility ” and collectively, the “ Credit Facilities ”). The borrowings under the Term Loan Facility, which were made at the initial closing under the Term Loan Facility, may not be re-borrowed once they are repaid. The borrowings under the Revolving Credit Facility may be repaid and reborrowed from time to time at our election. The proceeds of the Term Loan Facility were used by Blue Bird to finance in part, together with available cash on hand, (i) the June 2014 payment of a one-time special cash dividend payment to the stockholders of Blue Bird, (ii) the repayment of certain existing indebtedness of Blue Bird and its subsidiaries and (iii) transaction costs associated with the consummation of the Credit Facilities. The proceeds of the Revolving Credit Facility shall be used for working capital and general corporate purposes.

The Term Loan Facility matures on June 27, 2020, which is the sixth anniversary of the effective date of the Credit Agreement, and the Revolving Credit Facility matures (and the commitments thereunder will terminate) on June 27, 2019, which is the fifth anniversary of the effective date of the Credit Agreement. The borrowings under both the Term Loan Facility and the Revolving Credit Facility accrue interest either at a certain base rate (which is the greatest of (a) a prime rate, (b) a federal funds rate plus 0.50% and (c) the one-month Eurodollar rate plus 1.00%, each as in effect from time to time) or Eurodollar rate as follows: if such loans are base rate loans, the base rate plus 4.50% per annum and if such loans are Eurodollar rate loans, the Eurodollar rate plus 5.50% per annum. For the purpose of calculating the Eurodollar rate and the base rate with respect to borrowings under the Term Loan Facility, there is a 1.00% floor applicable to each of the Eurodollar rate and the base rate. Under the Credit Agreement, Blue Bird is required to repay the principal of the initial Term Loan Facility in quarterly instalments equal to $2.9 million beginning on January 3, 2015, with the remaining principal amount due at maturity. Blue Bird may voluntarily prepay the loans under the Credit Facility. Blue Bird must

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also make certain mandatory prepayments in respect of the Term Loan Facility, including prepayments from the proceeds of certain dispositions and the incurrence of certain debt obligations, as well as prepayments based on the annual excess cash flow of SBH and its subsidiaries. If, before June 27, 2015, Blue Bird repays all or a portion of the Term Loan Facility from the proceeds of certain debt with a lower all-in yield (as described in the Credit Agreement in further detail) or there is an amendment to the Credit Agreement which results in a reduction of the all-in yield for the Term Loan Facility, then, in each case, Blue Bird will be required to pay a 1.00% prepayment premium on the aggregate principal amount of such prepaid or amended term loans.

The obligations under the Credit Agreement and the related loan documents (including without limitation, the borrowings under the Credit Facilities and obligations in respect of certain cash management and hedging obligations owing to the agents, the lenders or their affiliates), are, in each case, secured by a lien on and security interest in substantially all of the assets of Blue Bird and each of the guarantors, with certain exclusions as set forth in a Collateral Agreement entered into by Blue Bird and each guarantor.

Blue Bird may also incur up to $60.0 million of additional term loans and/or revolving credit commitments under the Credit Agreement (the “ Incremental Facility ”), subject to certain limitations and reductions in the size of the available Incremental Facility as set forth in the Credit Agreement. The Incremental Facility is not a committed facility, and would require Blue Bird to solicit further commitment from lenders.

There are customary events of default under the Credit Agreement, including, among other things, events of default resulting from (i) failure to pay obligations when due under the Credit Agreement and in respect of other material debt, (ii) insolvency of SBH or any of its material subsidiaries, (iii) defaults under other material debt, (iv) judgments against SBH or its subsidiaries, (v) failure to comply with certain financial maintenance covenants (as set forth in the Credit Agreement) or (vi) a change of control of SBH with different minimum levels of ownership required after the consummation of the Business Combination, in each case subject to limitations and exceptions as set forth in the Credit Agreement.

The Credit Agreement contains negative and affirmative covenants affecting the Parents, Blue Bird and their existing and future restricted subsidiaries, with certain exceptions set forth in the Credit Agreement. The negative covenants and restrictions include, among others: limitations on liens, dispositions of assets, consolidations and mergers, loans and investments, indebtedness, transactions with affiliates (including management fees and compensation), dividends, distributions and other restricted payments, change in fiscal year, fundamental changes, amendments to and subordinated indebtedness, restrictive agreements, and certain permitted acquisitions. Dividends, distributions, and other restricted payments are permitted in certain circumstances under the Credit Agreement, provided that there is not a continuing default and SBH maintains a Total Net Leverage Ratio (as defined below) of less than or equal to 1.75 to 1.00, in an amount up to the cumulative available amount of excess free cash flow that is not required to be used to prepay the outstanding loans under the Credit Agreement, subject to certain adjustments.

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The affirmative covenants include, among others: preservation of corporate existence, changes in business, changes in accounting firm, name and jurisdiction of organization, maintenance of licenses and intellectual property, payment of taxes, compliance with laws, compliance with ERISA regulations, inspection of property and books and records, use of proceeds, and maintenance of Moody’s and S&P credit ratings without regard to the level of such ratings.

SBH must also maintain a Total Net Leverage Ratio, defined as the ratio of (a) consolidated net debt to (b) consolidated EBITDA (which includes certain add-backs that are not reflected in the definition of Adjusted EBITDA appearing elsewhere in this Current Report on Form 8-K consisting of losses or gains on asset dispositions, non-cash losses or gains on swap agreements and management fees payable to Cerberus Operations and Advisory Company) at the end of each fiscal quarter for the consecutive four fiscal quarter period most recently then ended. The Total Net Leverage Ratio requirements are as follows:


Test Period		Maximum Total Net Leverage Ratio
September 27, 2014 through July 4, 2015		4.75:1.00
October 3, 2015 through July 2, 2016		4.50:1.00
October 1, 2016		4.00:1.00
December 31, 2016 through June 30, 2018		3.50:1.00
September 29, 2018 through June 29, 2019		3.00:1.00
September 28, 2019 and thereafter		2.75:1.00

As of January 3, 2015, Blue Bird was in compliance with all covenants in the Credit Agreement.

Seasonality and Working Capital

Blue Bird uses net operating working capital (“ NOWC ”) as a key indicator of working capital management. Blue Bird defines this metric as the sum of trade accounts receivable and inventories less trade accounts payable. NOWC as of January 3, 2015 and September 27, 2014 was as follows:


(in thousands of dollars)	As of January 3, 2015			As of September 27, 2014
Accounts receivable, net	$	14,296		$	21,215
Inventories		68,916			71,300
Accounts payable		(65,746	)		(94,294	)

NOWC	$	17,466		$	(1,779	)

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In overall dollar terms, Blue Bird’s NOWC is generally lower at the end of the fiscal year due to reduced production activity reflecting the start of the new school year. NOWC typically peaks at the end of the second fiscal quarter as Blue Bird ramps up for high seasonal demand from its dealers. There are, however, variations in the seasonal demands from year to year depending in part on large direct sales to major fleet customers.

Blue Bird pays its main suppliers based on credit terms that generally range from 30 to 90 days. Blue Bird did not experience any significant bad debts during the first quarter of fiscal 2015 or during the two fiscal years ended September 27, 2014, which Blue Bird believes is the result of disciplined credit and collection policies and its strong customer base. With the exception of direct major fleet sales, sales to GSA and parts sales, buses are held in inventory until payment is received from the customer. While inventory levels vary, average inventory turns for the two fiscal years ended September 27, 2014 were 8.2 turns per annum.

Short-Term and Long-Term Liquidity Requirements

Blue Bird’s ability to make principal and interest payments on borrowings under its Credit Facilities and its ability to fund planned capital expenditures will depend on its ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions. Based on the current level of operations, Blue Bird believes that its existing cash balances and expected cash flows from operations will be sufficient to meet its operating requirements for at least the next 12 months.

For the first quarter of fiscal 2015 and for the two fiscal years ended September 28, 2014, Blue Bird’s capital expenditures have averaged less than 1% of annual sales. Cash paid for fixed assets in the first quarter of fiscal 2015 and the first quarter of fiscal 2014 was $0.9 million and $0.6 million, respectively.

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Cash Flows

The following table sets forth general information derived from Blue Bird’s statement of cash flows:


(in thousands of dollars)	Three Months Ended January 3, 2015			Increase (Decrease)			Three Months Ended December 28, 2013
	(unaudited)						(unaudited)
Total cash used in operating activities	$	(30,954	)	$	(11,477	)	$	(19,477	)
Total cash used in investing activities		(861	)		716			(145	)
Total cash used in financing activities		(5,837	)		(4,919	)		(918	)
Change in cash and cash equivalents		(37,652	)		(17,112	)		(20,540	)
Cash and cash equivalents at beginning of period		61,137			14,543			46,594
Cash and cash equivalents at end of period	$	23,485		$	(2,569	)	$	26,054
Depreciation and amortization	$	2,263		$	(172	)	$	2,435
Capital expenditures	$	(861	)	$	(248	)	$	(613	)

Total Cash Used in Operating Activities

Cash flows used in operating activities totaled $31.0 million for the first quarter of fiscal 2015, as compared with cash flows used of $19.5 million during the first quarter of fiscal 2014. The $11.5 million increase in cash used was primarily attributable to $4.7 million less of net income as well as a larger reduction in trade accounts payable and accrued expenses in the fiscal 2015 period. This was partially offset by changes in Blue Bird’s inventory balance which were a source of cash in the fiscal 2015 period.

Total Cash Used in Investing Activities

Cash flows used in investing activities totaled approximately $0.9 million for the first quarter of fiscal 2015, as compared with cash flows used of $0.1 million during the first quarter of fiscal 2014. The increase in cash used was primarily attributable to increased capital expenditures in fiscal 2015 and by the non-reoccurrence of a one-time reclassification of restricted cash of $0.4 million in the fiscal 2014 period.

Total Cash Used in Financing Activities

Cash flows used in financing activities totaled approximately $5.8 million for the first quarter of fiscal 2015, as compared with cash flows used of $0.9 million during the first quarter of fiscal 2014. The $4.9 million increase in cash used was primarily attributable to principal payments made on the $235.0 million term loan executed in June 2014 and a one-time supplemental fee of $2.9 million paid to the initial lenders of the term loan.

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Depreciation and Amortization

Depreciation and amortization totaled $2.3 million and $2.4 million for the first quarter of fiscal 2015 and the first quarter of fiscal 2014, respectively. The $0.1 million decrease was primarily caused by lower amortization of intangible assets.

Free Cash Flows

Management believes the non-GAAP measurement of free cash flow, defined as net cash provided in continuing operations less cash paid for fixed assets, fairly represents the Company’s ability to generate surplus moneys that could fund activities not in the ordinary course of business. See “—Key Measures Blue Bird Uses to Evaluate its Performance.” The following table sets forth the calculation of Blue Bird’s free cash flows for the first quarter of fiscal 2015 and the first quarter of fiscal 2014:


	Three Months Ended January 3, 2015			Three Months Ended December 28, 2013
Net cash used in continuing operations	$	(30,950	)	$	(19,471	)
Cash paid for fixed assets		(861	)		(613	)

Free cash flow	$	(31,811	)	$	(20,084	)

Off-Balance Sheet Arrangements

Blue Bird leases an office building and fork lifts for use in its operations on an operating lease basis.

Blue Bird had outstanding letters of credit totaling $5.3 million at January 3, 2015 and $5.3 million at September 27, 2014, the majority of which secure Blue Bird’s self-insured workers compensation program, the collateral for which is regulated by the State of Georgia.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Blue Bird evaluates its estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

The Company’s critical accounting policies are described on pages 247 to 251 of the Proxy Statement under the caption “Blue Bird Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates”, which description is incorporated herein by reference.

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Quantitative and Qualitative Disclosures about Market Risk and Interest Rate Risk

Blue Bird is exposed to market risk from changes in interest rates and commodity prices.

Currency Risk: Blue Bird transacts substantially all of its sales in United States dollars.

Interest Rate Risk: Blue Bird is evaluating a hedge interest rate strategy that would limit all or a portion of the Credit Facility exposure. At January 3, 2015, a 100 basis point increase or decrease in Blue Bird’s effective interest rate under its Credit Facility would result in additional expense, or reduced expense, of $2.35 million per annum .

Commodity risk : Blue Bird and its suppliers incorporate raw and finished commodities such as steel, copper, aluminum, and other automotive type commodities into its products.

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 upon consummation of the Business Combination on February 24, 2015 by:

•

each person who is known by the Company to be 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, rights and warrants that are currently exercisable or exercisable within 60 days.

Beneficial ownership of common stock of the Company is based on 20,692,800 shares of common stock of the Company issued and outstanding upon consummation of the Business Combination, reflecting the redemption of 7,494,700 shares of the Company’s common stock pursuant to the Business Combination, the forfeiture of 2,002,750 shares by the HCAC Sponsor, the issuance of 2,500,000 shares of the Company’s common stock pursuant to the Subsequent Common Backstop Placement, the issuance of 12,000,000 shares of the Company’s common stock to the Seller as the Equity Component of the Total Purchase Price, the issuance of 102,750 utilization fee shares to the Backstop Commitment Investor and the anticipated issuance of 1,212,500 shares of the Company’s common stock upon consummation of the Public Warrant Exchange Offer and the Sponsor Warrant Exchange. We have assumed that 5,750,000 Public Warrants will be exchanged pursuant to the Public Warrant Exchange Offer and that 6,375,000 Placement Warrants will be exchanged pursuant to the Sponsor Warrant Exchange.

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Unless otherwise indicated, 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 of Beneficial Owners	Amount of Shares of Common Stock			Percent of Class %
*5% or Greater Stockholders*
Hennessy Capital Partners I LLC (Hennessy Capital’s sponsor) (1)		4,184,750			17.8
Daniel J. Hennessy (1)		4,184,750			17.8
The Traxis Group B.V. (2)		12,000,000			58.0
Coliseum Capital Management (3)		2,500,000			12.1
PIPE Investment Investor (4)		2,273,682			10.0
Backstop Commitment Investor (5)		1,203,665			5.8

*Directors and Executive Officers Not Named Above*
Phil Horlock		—
John Kwapis		—
Phil Tighe		—
Dale Wendell		—
Mike McCurdy		—
Paul Yousif		—
Gurminder S. Bedi		—
Dennis Donovan		—
Chan Galbato		—
Adam Gray (3)		2,500,000			12.1
Dev Kapadia		—
James Marcotuli		—
Alan H. Schumacher		—
All directors and executive officers as a group (14 persons)		6,684,750	(6)		28.4

(1)

These shares represent (i) 2,675,000 founder shares (as defined under “Frequently Used Terms” starting on page 8 of the Proxy Statement) held by the HCAC Sponsor immediately prior to the closing of the Business Combination less a total of 2,002,750 shares that were forfeited by the HCAC Sponsor upon consummation of the Business Combination, (ii) 637,500 shares of Company common stock issuable to the HCAC Sponsor upon the exchange of 6,375,000 Placement Warrants pursuant to the Sponsor Warrant Exchange (constituting the minimum number of shares of Company common stock issuable pursuant to the Sponsor Warrant Exchange) and (iii) 2,875,000 shares of Company common stock issuable to the HCAC Sponsor within sixty days from the date hereof upon the exercise of 5,575,000 Placement Warrants (representing the number of

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Placement Warrants that will remain outstanding if 6,375,000 Placement Warrants are exchanged pursuant to the Sponsor Warrant Exchange). Under SEC rules, such 2,875,000 shares are deemed outstanding for purposes of calculating the beneficial ownership of the HCAC Sponsor and Mr. Hennessy, but are not deemed outstanding in calculating the beneficial ownership of any other person referenced in the table above. Daniel J. Hennessy, formerly Hennessy Capital’s Chairman and Chief Executive Officer and presently our Vice Chairman, is the sole managing member of the sole member of the HCAC Sponsor. Consequently, Mr. Hennessy may be deemed to be the beneficial owner of the founder shares held by the HCAC Sponsor and has sole voting and dispositive control over such securities. Mr. Hennessy disclaims beneficial ownership over any securities owned by the HCAC Sponsor in which he does not have any pecuniary interest. The HCAC Sponsor’s business address is 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606.

(2)

The Seller is majority owned and controlled by one or more entities under the ultimate direction and control of Stephen Feinberg, and Stephen Feinberg possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company acquired by the Seller pursuant to the Business Combination. The address of Stephen Feinberg is c/o Cerberus Capital Management, L.P., 875 Third Avenue, New York, New York 10022.

(3)

Represents shares of common stock held directly by Coliseum Capital Partners, L.P. (“ CCP ”), Coliseum Capital Partners II, L.P. (“ CCP2 ”) and a separate account (the “ Separate Account ”) investment advisory client of Coliseum Capital Management, LLC (“ Coliseum Capital Management ”). Does not include 100,000 shares of Series A Preferred Stock held directly by Coliseum School Bus Holdings, LLC (“ CSB ”) that are convertible into 862,811 shares of Company common stock (assuming a conversion price of $11.59 per share), as such shares are subject to a beneficial ownership limitation, which requires 65 days’ notice before a holder of Series A Convertible Preferred Stock may convert its Series A Convertible Preferred Stock into Company common stock, to the extent such holder would beneficially own in excess of 9.99% of the Company common stock outstanding after giving effect to such conversion (the “ Beneficial Ownership Limitation ”). If CSB gave notice that it wanted to eliminate the Beneficial Ownership Limitation, five days thereafter Coliseum Capital Management would beneficially own 3,362,811 shares, or 15.6%, of Company common stock. Coliseum Capital Management is the investment manager for each of CCP, CCP2, the Separate Account and CSB. Adam Gray (“ Gray ”) and Chris Shackelton (“ Shackelton ”) are managers of Coliseum Capital Management. Accordingly, Gray and Shackelton may be deemed to have shared voting and dispositive power with respect to the shares of Company stock owned by each of CCP, CCP2, the Separate Account and CSB and thus may deemed to beneficially own shares of stock held by these entities. The address for each of CCP, CCP2, the Separate Account, CSB, Gray and Shackelton is Metro Center, 1 Station Place, 7th Floor, Stamford, CT 06902.

(4)

The Osterweis Strategic Income Fund and The Osterweis Strategic Investment Fund, referred to herein collectively as the “PIPE Investment Investor,” acquired 400,000 shares of Series A Convertible Preferred Stock upon consummation of the Business Combination. The shares set forth in the table above with respect to the PIPE Investment Investor represent the shares of the Company’s common stock into which such 400,000 shares are initially convertible (assuming a conversion price of $11.59 per share), subject to the Beneficial Ownership Limitation. If the PIPE Investment Investor gave notice that it wanted to eliminate the Beneficial Ownership Limitation, five days thereafter the PIPE Investment Investor would beneficially own approximately 3,451,251 shares, or 14.3%, of Company common stock (assuming a conversion price of $11.59 per share). For purposes of calculating beneficial ownership of the Company’s common stock, the shares of common stock issuable to the PIPE Investment Investor upon conversion of the Series A Convertible Preferred Stock are deemed outstanding in calculating the PIPE Investment Investor’s beneficial ownership but are not deemed outstanding in calculating the beneficial ownership of any other person referenced in the table above. The address of the Osterweis Strategic Income Fund and The Osterweis Strategic Investment Fund is One Maritime Plaza, Suite 800, San Francisco, CA 94111.

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(5)

The Company believes that two funds managed by Overland Advisors, LLC, referred to herein as the “Backstop Commitment Investor,” acquired approximately 1,100,915 shares of common stock in market purchases pursuant to the Backstop Commitment. In addition, the Company issued 102,750 shares to the Backstop Commitment Investor at the Closing as a utilization fee. The shares set forth in the table above with respect to the Backstop Commitment Investor represent the sum of these two amounts. The Backstop Commitment Investor’s address is 601 Gateway Boulevard, South San Francisco, California 94080.

(6)

Consists of shares deemed to be beneficially owned by Mr. Hennessy, as described in Note 1 above, and Mr. Gray, as described in Note 3 above. If CSB gave notice that it wanted to eliminate the Beneficial Ownership Limitation, five days thereafter all directors and executive officers as a group would beneficially own 7,547,516 shares, or 30.9%, of Company common stock.

Directors and Executive Officers

With the exception of Adam Gray, 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 253 and in the other sections of the Proxy Statement cross-referenced therein, all of which information is incorporated herein by reference.

In connection with the investment made by the Common/Preferred Investor, Adam Gray was named to our Board immediately prior to the consummation of the Business Combination and Kevin Charlton resigned from the Board in order to accommodate Mr. Gray’s appointment. Biographical information regarding Mr. Gray is set forth below:

Adam Gray, age 49, is a managing partner of Coliseum Capital Management, a private firm that makes long-term investments in both public and private companies, which he co-founded in December 2005. He also serves as non-executive Chairman of Redflex Holdings Limited and on the board of directors of both New Flyer Industries, Inc. and Uno Restaurant Holdings Corporation. Mr. Gray served on the board of directors of DEI Holdings, Inc. from February 2009 until its sale in June 2011, and on the board of directors of Benihana Inc. from September 2010 until its sale in August 2012. From January 2005 to November 2005, Mr. Gray was a consultant for a private investment firm. From 2003 to 2004, Mr. Gray served as Executive Vice President, Strategic Projects and Capital Management at Burger King Corp. From 1993 to 2003, Mr. Gray held several executive positions with the Metromedia Restaurant Group, comprised of S&A Restaurant Corp. and Metromedia Steakhouses Company, LP, which included the Bennigan’s, Steak & Ale, Ponderosa and Bonanza restaurant concepts. Prior to that time, Mr. Gray served as an Associate at Kluge & Co. and an analyst within Morgan Stanley’s Merchant Banking Group. Mr. Gray holds both a BSE in Finance from the Wharton School of Business and a BS in Mechanical Engineering from the School of Engineering & Applied Science at the University of Pennsylvania.

We expect to conduct our next annual meeting of stockholders during the first calendar quarter of 2016 and thereafter conduct our annual meetings during the first calendar quarter of each subsequent year. At a special meeting conducted in lieu of an annual meeting on February 23, 2015, Gurminder S. Bedi, Dennis Donovan and Alan H. Schumacher were each elected as Class I directors with terms commencing upon consummation of the Closing and expiring at the time of our third annual meeting following the Business Combination (expected to be held during the first calendar quarter of 2018). Effective as of the Closing, the size of the board of directors was increased to nine members, and the board appointed Chan W. Galbato to serve as a Class II director, together with existing director Daniel Hennessy and Adam Gray, with terms

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expiring at the time of our first annual meeting following the Business Combination (expected to be held during the first calendar quarter of 2016), and Phil Horlock, Dev Kapadia and James Marcotuli were appointed to serve as Class III directors, with terms expiring at the time of our second annual meeting following the Business Combination (expected to be held during the first calendar quarter of 2017). Biographical information for the members of our board (other than Mr. Gray, whose biographical information is set forth above) is set forth in the following sections of the Proxy Statement beginning on the following pages, all of which information is incorporated herein by reference:


Director	Section of the Proxy Statement	Proxy Page
Gurminder S. Bedi	“Director Election Proposal”	169

Dennis Donovan	“Director Election Proposal”	169-170

Alan H. Schumacher	“Director Election Proposal”	170

Daniel J. Hennessy	“Information About Hennessy Capital”	187-188

Phil Horlock	“Information About Blue Bird”	215

Chan Galbato	“Management After the Business Combination”	254

Dev Kapadia	“Management After the Business Combination”	254

James Marcotuli	“Management After the Business Combination”	254

Upon the Closing, Mr. Galbato was elected to serve as Chairman of the Board, Mr. Hennessy was elected to serve as Vice Chairman of the Board, Messrs. Bedi, Kapadia, Marcotuli and Schumacher (Chairman) were appointed by the board of directors to serve on the Audit Committee of the board of directors, Messrs. Galbato, Donovan and Kapadia (Chairman) were appointed by the board of directors to serve on the Compensation Committee of the board of directors and Messrs. Galbato (Chairman), Hennessy and Kapadia were appointed by the board of directors to serve on the Corporate Governance and Nominating Committee of the board of directors. 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 253, which is incorporated herein by reference.

At or promptly after the Closing, Phil Horlock was appointed to serve as the Company’s President and Chief Executive Officer, John Kwapis was appointed to serve as the Company’s Chief Operating Officer, Phil Tighe was appointed to serve as the Company’s Chief Financial Officer, Dale Wendell was appointed to serve as the Company’s Chief Commercial Officer, Mike McCurdy was appointed to serve as the Company’s Vice President of Human Resources and Vice President of External Affairs and Paul Yousif was appointed to serve as the Company’s Vice President of Legal Affairs, Corporate Treasurer and Corporate Secretary. Biographical information for these individuals is set forth in the Proxy Statement in the section entitled “Management After the Business Combination” beginning on page 253, which is incorporated herein by reference.

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In connection with the Closing, Bradley Bell, Richard Burns, Kevin Charlton and Peter Shea resigned from their positions as directors of Hennessy Capital and Daniel Hennessy, Kevin Charlton and Charles Lowery resigned from their positions as officers of Hennessy Capital. Mr. Hennessy was thereupon named as the Vice Chairman of the Company’s Board of Directors.

Executive Compensation

The compensation of Hennessy Capital’s executive officers before the Business Compensation is described in the Proxy Statement in the section entitled “Information About Hennessy Capital – Executive Compensation” beginning on page 194, which is incorporated herein by reference. The compensation of Blue Bird’s named executive officers before the Business Combination is described in the Proxy Statement in the section entitled “Executive and Director Compensation of Blue Bird” beginning on page 217, which is incorporated herein by reference.

On February 23, 2015, the stockholders of Hennessy Capital approved the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “ Incentive Plan ”). The description of the Incentive Plan set forth in the section of the Proxy Statement entitled “Incentive Plan Proposal” beginning on page 175 is incorporated herein by reference. A copy of the full text of the Incentive Plan is set forth as Annex D to the Proxy Statement and is incorporated herein by reference.

Director Compensation

The compensation of Blue Bird’s directors before the Business Combination is described in the Proxy Statement in the section entitled “Executive and Director Compensation of Blue Bird” beginning on page 217, which is incorporated herein by reference

The board has not yet made a determination regarding compensation to be paid to the Company’s directors subsequent to the Business Combination.

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Certain Relationships and Related Party Transactions

A description of certain relationships and related party transactions is included in the Proxy Statement in the section entitled “Certain Relationships and Related Party Transactions” beginning on page 277, which is incorporated herein by reference.

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

Independence of Directors

The Company’s board of directors has determined that Gurminder S. Bedi, Dennis Donovan, Chan W. Galbato, Daniel Hennessy, Adam Gray, Dev Kapadia, James Marcotuli and Alan H. Schumacher are independent within the meaning of Nasdaq Rule 5605(a)(2) and, to the extent applicable, that they qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership.

Legal Proceedings

Information about Blue Bird’s legal proceedings is set forth in the Proxy Statement in the section entitled “Information about Blue Bird—Legal Proceedings” beginning on page 215, which is incorporated herein by reference.

Properties

Information about Blue Bird’s properties is set forth in the Proxy Statement in the section entitled “Information about Blue Bird—Facilities” beginning on page 212, 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 280, which is incorporated herein by reference. On February 27, 2015, the closing sale price of our common stock and Warrants was $9.75 per share and $0.65 per Warrant, respectively. During the period from January 16, 2015 through February 27, 2015, the high and low sales prices for our common stock and Warrants were as follows:


Shares		Warrants
High	Low	High		Low
$12.00	$9.50	$	0.75	$	0.46

The Company believes that, prior to the consummation of the Business Combination, there were eight holders of record of the Company’s common stock, two holders of record of our Warrants and one holder of record of units (which, upon consummation of the Business Combination were divided into shares of our common stock and Warrants).

In connection with the closing of the Business Combination, the Company’s common stock trading symbol was changed to “BLBD” and its warrant trading symbol was changed to “BLBDW.”

For information regarding our ability to remain quoted on Nasdaq, see “Risk Factors” above.

Recent Sales of Unregistered Securities

Information about unregistered sales of Hennessy Capital’s equity securities is set forth in “Part II, Item 15. Recent Sales of Unregistered Securities” of Amendment No. 4 to Hennessy Capital’s Registration Statement on Form S-1 (File No. 333-192892) filed with the SEC on January 16, 2014 and in Item 3.02 of Hennessy Capital’s Current Report on Form 8-K filed on September 23, 2014.

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On February 24, 2015, the Company consummated:

•

the Business Combination, issuing a total of 12,000,000 shares of common stock to the Seller as the Equity Component of the Total Purchase Price;

•

the PIPE Investment, issuing 400,000 shares of Series A Convertible Preferred Stock to the PIPE Investment Investor for gross proceeds to the Company of approximately $40 million;

•

the Subsequent PIPE Investment, issuing 100,000 shares of Series A Convertible Preferred Stock to the Common/Preferred Investor for gross proceeds to the Company of approximately $10 million; and

•

the Subsequent Common Backstop Placement, issuing 2,500,000 shares of common stock to the Common/Preferred Investor for gross proceeds to the Company of approximately $25 million.

In addition, the Company issued 102,750 Utilization Fee Shares to the Backstop Commitment Investor upon consummation of the Business Combination.

With respect to each of these issuances, the Company relied upon an exemption from registration under the Securities Act, by reason of Section 4(a)(2) thereof. The following factors were considered in determining the availability of that exemption:

(1)

Number of offerees . In connection with the Business Combination, shares of the Company’s common stock were issued to a limited number of investors - the Seller and funds affiliated with the PIPE Investment Investor, the Backstop Commitment Investor and the Common/Preferred Investor.

(2)

Sophistication of the offerees . Based on representations made by each investor, each of the offerees are accredited investors and have sufficient knowledge and experience in finance and business matters to evaluate the risks and merits of holding the Company’s securities.

(3)

Relationship between the issuer and the offerees . Because Hennessy Capital was a special purpose acquisition company, the post-Business Combination operations of the Company will be the historic operations of Blue Bird. Prior to the closing of the Business Combination, the Seller owned Blue Bird, which afforded it access to disclosure of more information than a registration statement would provide. Further, the PIPE

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Investment Investor, the Backstop Commitment Investor and the Common/Preferred Investor were provided with all information that they required in order to make their investments.

(4)

Size and manner of the offering . The Seller participated in the issuance of the Company’s common stock pursuant to a purchase agreement (a copy of which is set forth in Annex A to the Proxy Statement) as a result of confidential negotiations between Hennessy Capital and the Seller. There was no general solicitation made for participation in the PIPE Investment, the Subsequent PIPE Investment or the Subsequent Common Backstop Placement. Hennessy Capital, in consultation with its financial advisors, met with a limited number of potential investors that had a high probability of participating in the afore-mentioned transactions.

The Company is relying on Section 3(a)(9) of the Securities Act to exempt the issuance of shares of our common stock pursuant to the pending Public Warrant Exchange Offer from the registration requirements of the Securities Act. We have no contract, arrangement or understanding relating to the payment of, and will not, directly or indirectly, pay, any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Public Warrant Exchange Offer (other than fees to the information agent).

The Company will rely upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof to consummate the Sponsor Warrant Exchange on the eleventh business day following the consummation of the Public Warrant Exchange Offer. In that transaction, there is a single offeree, the HCAC Sponsor, representatives of which established Hennessy Capital and have participated in substantial due diligence with respect to Blue Bird as set forth in the Proxy Statement in the section entitled “The Business Combination Proposal – Background of the Business Combination” beginning on page 124, which is incorporated herein by reference.

Concurrent with the closing of the Business Combination, the HCAC Sponsor forfeited a total of 2,002,750 shares of the Company’s common stock.

Description of the Company’s Securities

A description of the Company’s preferred stock, common stock and warrants is included in the Proxy Statement in the section entitled “Description of Securities” beginning on page 259, which description is incorporated herein by reference, and in “Item 1.01 Entry Into a Material Agreement—Subscription Agreement” of the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015, which description is incorporated herein by reference.

The Company has authorized 110,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share, of which 2,000,000 shares have been designated as our Series A Convertible Preferred Stock. Upon consummation of the Business Combination, after giving effect to the redemptions and forfeitures described above, the PIPE Investment, the Subsequent PIPE Investment, the Subsequent Common Backstop Placement and the issuance of the Equity Component but without giving effect to the Sponsor Warrant Exchange and the Public Warrant Exchange Offer, there were 19,480,300 shares of the Company’s common stock

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issued and outstanding, 500,000 shares of Series A Convertible Preferred Stock of the Company outstanding and Warrants to purchase 23,625,000 shares of the Company’s common stock outstanding. After reflecting the issuance of 1,212,500 shares of common stock in exchange for 12,125,000 Warrants pursuant to the Sponsor Warrant Exchange and the Public Warrant Exchange Offer, there would be 20,692,800 shares of the Company’s common stock issued and outstanding, 500,000 shares of Series A Convertible Preferred Stock of the Company outstanding and Warrants to purchase 11,500,000 shares of the Company’s common stock outstanding. To the Company’s knowledge, as of the consummation of the Business Combination, there were approximately 14 holders of record of the Company’s common stock, and two holders of record of the Company’s Warrants. Such numbers do not include DTC participants or beneficial owners holding shares through nominee names. The shares of Series A Convertible Preferred Stock issued at the closing were issued to the PIPE Investor and the Subsequent PIPE Investor.

Indemnification of Directors and Officers

Information about the indemnification of the Company’s directors and officers is set forth in the Proxy Statement in the section entitled “The Business Combination Proposal—Indemnification of Directors and Officers; Directors’ and Officers’ Insurance” beginning on page 114, and in Amendment No. 4 to Hennessy Capital’s Registration Statement on Form S-1 (File No. 333-333-192892) filed with the SEC on January 16, 2014, in the section entitled “Management—Limitation on Liability and Indemnification of Officers and Directors,” beginning on page 107, and in Item 14 of Part II thereof, all of which information is incorporated herein by reference. See also “Item 1.01 Entry Into a Material Agreement – Indemnification Agreements” of this Current Report on Form 8-K, which is incorporated herein by reference.

Financial Statements and Supplementary Data

The historical financial statements (and accompanying notes) of Blue Bird identified in Section (a) under “Item 9.01 Financial Statements and Exhibits” of this Current Report on Form 8-K are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The information set forth under “Item 4.01. Changes in Registrant’s Certifying Accountant” of this Current Report on Form 8-K is incorporated herein by reference.

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

The information regarding Blue Bird’s credit facility set forth under “Blue Bird Management’s Description and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Indebtedness” beginning on page 241 of the Proxy Statement is incorporated in this Item 2.03 by reference.

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Item 3.02.

Unregistered Sale of Equity Securities

The information regarding unregistered sales of equity securities set forth under “Item 2.01. Completion of Acquisition or Disposition of Assets – Recent Sales of Unregistered Securities” in this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.

Item 4.01.

Changes in Registrant’s Certifying Accountant

(a) Previous independent registered public accounting firm :

(i) In a Current Report on Form 8-K filed by Hennessy Capital on July 7, 2014, Hennessy Capital made the following disclosure:

“On June 30, 2014, KPMG LLP (“KPMG”) acquired certain assets of Rothstein Kass & Company, P.C. and certain of its affiliates (“Rothstein Kass”), the independent registered public accounting firm for Hennessy Capital Acquisition Corp. (the “Company”). As a result of this transaction, on June 30, 2014, Rothstein Kass resigned as the independent registered public accounting firm for the Company.

During the fiscal year ended December 31, 2013, Rothstein Kass’s audit report on the Company’s financial statements did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2013 and the subsequent period through the date of this Current Report on Form 8-K, (i) there were no disagreements between the Company and Rothstein Kass on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to Rothstein Kass’s satisfaction, would have caused Rothstein Kass to make reference in connection with Rothstein Kass’s opinion to the subject matter of the disagreement; and (ii) there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K.”

Hennessy Capital provided Rothstein Kass with a copy of the above-mentioned disclosure, and requested that Rothstein Kass furnish it with a letter addressed to the SEC stating whether it agreed with the above-mentioned disclosure. The letter from Rothstein Kass, dated July 7, 2014, was filed as Exhibit 16.1 to Hennessy Capital’s Current Report on Form 8-K filed by Hennessy Capital on July 7, 2014.

(ii) On February 28, 2015, the Company’s Audit Committee confirmed, recommended and approved the dismissal of KPMG LLP (“KPMG”) as Hennessy Capital’s independent registered public accounting firm. For the year ended December 31, 2014, KPMG’s audit report on Hennessy Capital’s financial statements did not contain an adverse opinion or disclaimer of opinion, nor was it qualified as to audit scope or accounting principles. However, such report was modified as to uncertainty regarding a substantial doubt about Hennessy Capital’s ability to continue as a going concern given Hennessy Capital’s negative working capital at December 31, 2014, and other matters. During the year ended December 31, 2014 and the subsequent period through the date of KPMG’s dismissal, (i) there were no “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between Hennessy Capital and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference in connection with KPMG’s opinion to the subject matter of the disagreement; and (ii) there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K. We have given permission to KPMG to respond fully to the inquiries of the successor auditor. We furnished a copy of this disclosure to KPMG and have requested that KPMG furnish us with a letter addressed to the SEC stating whether such firm agrees with the above statements. Such letter shall be filed as an amendment to this Current Report on Form 8-K.

(b) New independent registered public accounting firm :

(i) On February 28, 2015, as part of the change in independent registered public accounting firms described in Section (a)(ii) above, the Company’s Audit Committee confirmed, recommended and approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ending October 3, 2015.

(ii) During the two most recent fiscal years and through February 28, 2015, Hennessy Capital has not consulted with PricewaterhouseCoopers LLP regarding either (1) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the financial statements of Hennessy Capital, or (2) any matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K.

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or the type of audit opinion that might be rendered on the financial statements of Hennessy Capital, or (2) any matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K.

Item 5.01.

Change in Control of Registrant.

Prior to the consummation of the Business Combination, Hennessy Capital was a special purpose acquisition company. It was controlled by the HCAC Sponsor, which on the date of the Proxy Statement beneficially owned 18.6% of the Hennessy Capital common stock (excluding Warrants, as they were not exercisable until the later of 30 days after the completion of the Business Combination or January 23, 2015). Substantially all of the remaining shares owned prior to the consummation of the Business Combination were owned by Hennessy Capital’s public stockholders.

By virtue of the consummation of the Business Combination, the HCAC Sponsor has ceased to control the Company. The former management of Hennessy Capital no longer holds any executive officer positions and the HCAC Sponsor’s designees on the Company’s board of directors now represent only two of nine of the members of the Company’s board of directors.

By virtue of the Business Combination, the Seller (The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands, which limited liability company is majority owned by funds affiliated with Cerberus Capital Management, L.P.) effectively controls the Company as a result of, among other things, (i) the 12,000,000 shares of the Company’s common stock issued to the Seller as the Equity Component of the Total Purchase Price, (ii) the Seller’s designation of two-thirds of the members of the Company’s board of directors and (iii) the designation of the management of School Bus Holdings to each of the executive officer positions in the Company, enabling such management to control the day-to-day operations of the Company. Reference is made to “Item 2.01. Completion of Acquisition or Disposition of Assets—Security Ownership of Certain Beneficial Owners and Management,” which is incorporated herein by reference, for information regarding the percentage of voting securities of the registrant now beneficially owned directly or indirectly by the Seller.

To acquire such control, the Seller sold to the Company all of the outstanding capital stock of School Bus Holdings pursuant to the Purchase Agreement.

Substantially concurrently with the execution of the Purchase Agreement, the HCAC Sponsor entered into a letter agreement with the Seller, which provides that the Seller will not, and will cause its affiliates to not, vote or provide consent, directly or indirectly, to remove Daniel Hennessy from the Company’s board of directors without cause at any time from and after the closing of the Business Combination through the 2017 annual meeting of stockholders. Prior to any sale, transfer or other disposition of any shares of our common stock by the Seller to an affiliate, such affiliate will be required to agree to be bound by the restrictions of this letter agreement. The Seller entered into a similar agreement with the Common/Preferred Investor on February 18, 2015, agreeing that it will not, and will cause its affiliates to not, vote or provide consent, directly or indirectly, to remove Adam Gray from the Company’s board of directors without cause at any time from and after the closing of the Business Combination through the 2016 annual meeting of stockholders.

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For information about a Voting and Support Agreement, which, among other things, required the HCAC Sponsor to vote in favor of proposals submitted at Hennessy Capital’s stockholders’ meeting conducted on February 23, 2015 and which terminated upon consummation of the Business Combination, see the description of that agreement in the Proxy Statement in the section entitled “Special Meeting in Lieu of 2015 Annual Meeting of Hennessy Capital Stockholders – Vote of Hennessy Capital Founders and Chairman and CEO” beginning on page 99, which is incorporated by reference herein.

The Company is not aware of any arrangements, including any pledge by any person of securities of the Company or any of its parent entities, the operation of which may at a subsequent date result in a change in control of the Company.

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

On February 23, 2015, Gurminder S. Bedi, Dennis Donovan and Alan H. Schumacher were elected to the Company’s board by Hennessy Capital’s stockholders. On February 24, 2015:

•

Bradley Bell, Richard Burns, Kevin Charlton and Peter Shea resigned from their positions as directors of the Company;

•

Daniel J. Hennessy ceased to serve as the Chairman of the Board and Chief Executive Officer of the Company;

•

Kevin Charlton ceased to serve as the Company’s President and Chief Operating Officer;

•

Charles B. Lowrey II ceased to serve as the Executive Vice President, Chief Financial Officer and Secretary of the Company;

•

Adam Gray was elected to fill Mr. Charlton’s position on the Board;

•

Chan W. Galbato, Phil Horlock, Dev Kapadia and James Marcotuli were appointed to the Company’s board by the Company’s board;

•

Chan Galbato was elected by the Company’s board to serve as the Chairman of the Board;

•

Daniel J. Hennessy was elected by the Company’s board to serve as the Vice Chairman of the Board; and

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•

Philip Horlock was appointed to serve as the Company’s President and Chief Executive Officer, John Kwapis was appointed to serve as the Company’s Chief Operating Officer, Philip Tighe was appointed to serve as the Company’s Chief Financial Officer, Dale Wendell was appointed to serve as the Company’s Chief Commercial Officer, Mike McCurdy was appointed to serve as the Company’s Vice President of Human Resources and Vice President of External Affairs and Paul Yousif was appointed to serve as the Company’s Vice President of Legal Affairs, Corporate Treasurer and Corporate Secretary. Such appointments were made by the Company’s board or, in the case of Mr. Horlock, by Hennessy Capital’s board.

Biographical information for the new executive officers of the Company is set forth in the Proxy Statement in the section entitled “Management After the Business Combination” beginning on page 253, which is incorporated herein by reference.

For cross references to the biographical information regarding our directors and for information regarding the committees on which each member of our board has been appointed to serve, see “Item 2.01. Completion of Acquisition or Disposition of Assets – Directors and Executive Officers” in this Current Report on Form 8-K, all of which information is incorporated herein by reference.

For information regarding any related party transaction (as defined in Item 404(a) of Regulation S-K) involving the members of the Company’s board of directors and executive officers, see “Certain Relationships and Related Party Transactions,” beginning on page 277 of the Proxy Statement, which information is incorporated herein by reference.

For information regarding (i) any material plan, contract or arrangement in which any of the Company’s directors is a party or participates that was entered into or materially amended in connection with the Business Combination and any grant or award made to any of the Company’s directors under any such plan, contract or arrangement and (ii) any material compensatory plan, contract or arrangement in which the Company’s principal executive officer, principal financial officer, executive officer named in a Summary Compensation Table in the Proxy Statement or other comparable officer participates or is a party, any material amendment to any such plan, contract or arrangement and any material grant or award to any such person under any such plan, contract or arrangement, see (a) the section in the Proxy Statement entitled “Incentive Plan Proposal” beginning on page 175, (b) the section in the Proxy Statement entitled “Executive and Director Compensation of Blue Bird” beginning on page 217, (c) the section in the Proxy Statement entitled “Management After the Business Combination – Director Compensation” beginning on page 256, (d) the section in the Proxy Statement entitled “Management After the Business Combination – Executive Compensation” beginning on page 257, (e) the section in the Proxy Statement entitled “Information About Hennessy Capital – Executive Compensation” beginning on page 194, (f) “Item 1.01. Entry Into a Material Agreement” in this Current Report on Form 8-K and (g) “Item 2.01. Completion of Acquisition or Disposition of Assets – Director Compensation” in this Current Report on Form 8-K, all of which information is incorporated herein by reference.

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Upon recommendation of its Compensation Committee, the Company has adopted forms of grant agreements under the Incentive Plan for incentive stock options, non-qualified stock options, restricted stock and restricted stock units. Copies of the forms of such grant agreements are attached to this Current Report on Form 8-K as Exhibits 10.16, 10.17, 10.18 and 10.19, respectively.

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Item 5.06.

Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an initial Business Combination as required by Hennessy Capital’s Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the closing of the Business Combination. The material terms of the Business Combination are described in the Proxy Statement in the section entitled “The Business Combination Proposal” beginning on page 106, which is incorporated herein by reference, and in the Proxy Statement Supplement in the section entitled “Supplemental Information to Proxy Statement” beginning on page 22, which is incorporated herein by reference.

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Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The following audited consolidated financial statements of School Bus Holdings Inc. and its subsidiaries, together with the report thereon and the notes thereto, are incorporated herein by reference to the Proxy Statement, beginning on the pages of the Proxy Statement set forth below:


	Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of September 27, 2014 and September 28, 2013		F-3

Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended September 27, 2014, September 28, 2013 and September 29, 2012		F-4

Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended September 27, 2014, September 28, 2013 and September 29, 2012		F-5

Consolidated Statements of Cash Flows for the fiscal years ended September 27, 2014, September 28, 2013 and September 29, 2012		F-6

Notes to Consolidated Financial Statements		F-7

The following unaudited condensed consolidated financial statements of School Bus Holdings Inc. and its subsidiaries, together with the notes thereto, are included in this Current Report on Form 8-K on the pages set forth below:


	Page

Condensed Consolidated Balance Sheets as of January 3, 2015 and September 27, 2014		F-1

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal quarters ended January 3, 2015 and December 28,2013		F-2

Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended January 3, 2015 and December 28, 2013		F-3

Notes to Condensed Consolidated Financial Statements		F-4

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(b) Pro Forma Financial Information.

Reference is made to Item 2.01 of this Current Report on Form 8-K, “Completion of Acquisition or Disposition of Assets – Unaudited Pro Forma Condensed Combined Financial Information” for the following pro forma financial information:



Introduction

Unaudited Pro Forma Condensed Combined Balance Sheet as of January 3, 2015

Unaudited Pro Forma Condensed Combined Statement of Operations for the quarter ended January 3, 2015

Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended September 27, 2014

Notes to Unaudited Pro Forma Condensed Combined Financial Information

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(d) Exhibits


Exhibit No.		Exhibit

2.1 ^†		Purchase Agreement, dated as of September 21, 2014, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

2.2		Amendment No. 1 to Purchase Agreement, dated as of February 10, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 11, 2015).

2.3		Amendment No. 2 to Purchase Agreement, dated as of February 18, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015).

3.1		The registrant’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 26, 2015).

3.2		The registrant’s Certificate of Designations establishing its Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed by the registrant on February 26, 2015).

4.1*		Specimen stock certificate for the registrant’s common stock.

4.2*		Specimen stock certificate for the registrant’s Series A Convertible Preferred Stock.

4.3*		Specimen warrant certificate.

4.4		Warrant Agreement between Continental Stock Transfer & Trust Company and the registrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on January 23, 2014).

10.1		Form of Letter Agreement among the registrant and its officers, directors and security holders (incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-1 (No. 333-192892, as filed on December 20, 2013)).

10.2		Registration Rights Agreement between the registrant and certain security holders entered into in connection with the registrant’s initial public offering (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 23, 2014).

10.3		Securities Subscription Agreement, dated September 24, 2013, among the registrant and Hennessy Capital Partners I LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-1 (No. 333-192892, as filed on December 20, 2013)).

†	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.



10.4		Sponsor Warrants Purchase Agreement dated October 15, 2013 among the registrant and Hennessy Capital Partners I LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-1 (No. 333-192892, as filed on December 20, 2013)).

10.5*		Credit agreement, dated as of June 27, 2014, by and among Blue Bird Body Company, as borrower, School Bus Holdings Inc., certain other subsidiaries of School Bus Holdings Inc., the joint book runners and joint lead arrangers parties thereto, the co-syndication agents parties thereto and Societe General, as administrative agent.

10.6††		Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (incorporated by reference to Annex D to the Proxy Statement).

10.7		Form of Amended and Restated Preferred Subscription Agreement by and among Hennessy Capital Acquisition Corp., The Traxis Group B.V. and the investors named therein providing, among other things, for the PIPE Investment (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.8		Form of Backstop and Subscription Agreement by and among the registrant, The Traxis Group B.V., Hennessy Capital Partners I LLC and the investors named therein providing, among other things, for the Common Backstop Placement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.9		Director Removal Letter Agreement, dated as of September 21, 2014, by and between The Traxis Group B.V. and Hennessy Capital Partners I LLC. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.10		Sponsor Warrant Exchange Letter Agreement, dated as of September 21, 2014, by and among Hennessy Capital Acquisition Corp., The Traxis Group B.V. and Hennessy Capital Partners I LLC. (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.11*		Registration Rights Agreement, dated as of February 24, 2015, by and among Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.), The Traxis Group B.V., the Backstop Commitment Investor, the PIPE Investment Investor and the Common/Preferred Investor.

10.12		Form of Seller Lock-Up Agreement, by and between Hennessy Capital Acquisition Corp. and The Traxis Group B.V. (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).



10.13		Form of Sponsor Lock-Up Agreement, by and among The Traxis Group B.V., Hennessy Capital Partners I LLC and the stockholders named therein (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.14*††		Phantom Equity Plan.

10.15*††		Amendment No. 1 to Phantom Equity Plan.

10.16*††		Form of grant agreement for incentive stock options granted under the registrant’s Incentive Plan.

10.17*††		Form of grant agreement for non-qualified stock options granted under the registrant’s Incentive Plan.

10.18*††		Form of grant agreement for restricted stock granted under the registrant’s Incentive Plan.

10.19*††		Form of grant agreement for restricted stock units granted under the registrant’s Incentive Plan.

10.20		Subscription Agreement for 7.625% Series A Convertible Preferred Stock and Common Stock, dated as of February 18, 2015, by and among the registrant, The Traxis Group B.V. and the investors named therein, providing for, among other things, the Subsequent PIPE Investment and the Subsequent Common Stock Backstop Placement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015).

10.21		Director Removal Letter Agreement, dated as of February 18, 2015, by and between The Traxis Group B.V. and the investors named therein (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015).

10.22		Founder Share Cancellation Agreement, dated as of February 10, 2015, by and among Hennessy Capital Acquisition Corp., Hennessy Capital Partners I LLC and The Traxis Group B.V. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed by the registrant on February 11, 2015).

10.23*		Form of indemnity agreement between the registrant and each of its directors and executive officers.

14.1*		Amended and restated Code of Ethics.

99.1*		Amended and restated charter of the Audit Committee of the registrant’s Board of Directors.

99.2*		Amended and restated charter of the Compensation Committee of the registrant’s Board of Directors.

99.3*		Charter of the Corporate Governance and Nominating Committee of the registrant’s Board of Directors.

*	Filed herewith.

††	Management contract or compensatory plan or arrangement.

School Bus Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

January 3, 2015 and September 27, 2014


(in thousands except for share data)	As of January 3, 2015			As of September 27, 2014
	(unaudited)			(unaudited)
Assets
Current assets
Cash and cash equivalents	$	23,485		$	61,137
Accounts receivable, net		14,296			21,215
Inventories		68,916			71,300
Other current assets		3,682			4,353
Deferred tax asset		6,089			6,057

Total current assets		116,468			164,062

Property, plant, and equipment, net		28,305			29,949
Goodwill		18,825			18,825
Intangible assets, net		61,775			62,240
Equity investment in affiliate		9,899			9,871
Deferred tax asset		3,734			4,073
Other assets		2,757			2,912

Total assets	$	241,763		$	291,932

Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable	$	65,746		$	94,294
Accrued warranty costs—current portion		6,547			6,594
Accrued expenses		23,615			37,319
Deferred warranty income—current portion		4,143			4,117
Other current liabilities		1,490			5,668
Current portion of senior term debt		11,750			11,750

Total current liabilities		113,291			159,742

Long-term liabilities
Long-term term debt		208,842			211,118
Accrued warranty costs		8,679			8,965
Deferred warranty income		7,932			7,886
Other liabilities		12,314			12,136
Accrued pension liability		39,535			40,881

Total long-term liabilities		277,302			280,986

Guarantees, Commitments and Contingencies (Note 5)
Stockholder’s deficit
Common stock, $0.01 par value—100 shares authorized, issued and		1			1
outstanding
Additional paid-in capital		—			—
Retained deficit		(102,857	)		(102,229	)
Accumulated other comprehensive loss		(45,974	)		(46,568	)

Total stockholder’s deficit		(148,830	)		(148,796	)

Total liabilities and stockholder’s deficit	$	241,763		$	291,932

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-1

School Bus Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended January 3, 2015, December 28, 2013


(in thousands except for share data)	Three Months Ended January 3, 2015			Three Months Ended December 28, 2013
	(unaudited)			(unaudited)
Net sales	$	165,833		$	145,993
Cost of goods sold		146,355			125,533

Gross profit		19,478			20,460

Operating expenses
Selling, general and administrative expenses		15,459			14,102

Operating profit		4,019			6,358
Interest expense		(5,135	)		(275	)
Interest income		32			25
Other income, net		11			21

Income (loss) before income taxes		(1,073	)		6,129
Income tax (expense) benefit		431			(2,153	)
Equity in net income of non-consolidated affiliate, net of tax		18			93

Income (loss) from continued operations		(624	)		4,069
Loss from discontinued operations, net of tax		(4	)		(6	)

Net (loss) income	$	(628	)	$	4,063
Defined benefit pension plan gain, net of tax $319, $245		594			456

Comprehensive (loss) income	$	(34	)	$	4,519

Weighted average shares outstanding, basic and diluted		100			100
Basic and diluted income (loss) per share
Income (loss) from continuing operations	$	(6,246	)	$	40,688
Income (loss) from discontinued operations	$	(37	)	$	(55	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

School Bus Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

Three Months Ended January 3, 2015, December 28, 2013


(in thousands of dollars)	Three Months Ended January 3, 2015			Three Months Ended December 28, 2013
	(unaudited)			(unaudited)
Cash flows from operating activities
Net (loss) income	$	(628	)	$	4,063
Loss from discontinued operations, net of tax		4			6
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation and amortization		2,263			2,435
Amortization of debt costs		809			25
Equity in net income of affiliate		(18	)		(94	)
Loss on disposal of fixed assets		469			11
Deferred taxes		(21	)		969
Provision for bad debt		(33	)		(19	)
Amortization of deferred actuarial pension losses		913			701
Changes in assets and liabilities
Accounts receivable		6,952			3,894
Inventories		2,384			(9,559	)
Other assets		684			497
Accounts payable		(25,452	)		(8,943	)
Accrued expenses, pension and other liabilities		(19,276	)		(13,457	)

Total adjustments		(30,326	)		(23,540	)

Net cash used in continuing operations		(30,950	)		(19,471	)
Net cash used in discontinued operations		(4	)		(6	)
Total cash used in operating activities		(30,954	)		(19,477	)

Cash flows from investing activities
Change in net investment in discounted leases		—			83
Cash paid for fixed assets		(861	)		(613	)
Proceeds from sale of assets		—			23
Restricted cash		—			362

Total cash used in investing activities		(861	)		(145	)

Cash flows from financing activities
Borrowings under the senior credit facility		—			837
Payments under the senior credit facility		—			(906	)
Repayments under the subordinated term loans		(2,938	)		(542	)
Cash paid for capital leases		(27	)		(224	)
Cash paid for debt costs		(2,872	)		—
Change in advances collateralized by discounted leases		—			(83	)

Total cash used in financing activities		(5,837	)		(918	)

Change in cash and cash equivalents		(37,652	)		(20,540	)
Cash and cash equivalents at beginning of period		61,137			46,594

Cash and cash equivalents at end of period	$	23,485		$	26,054

Supplemental disclosures of cash flow information
Cash paid for interest	$	8,313		$	236
Cash received for interest		32			11
Cash paid for income taxes		359			37
Cash received for tax refund		—			48
Non-cash investing and financing activity
Capital lease acquisitions		—			166
Change in accounts payable for capital additions to property, plant and equipment		224			94

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

SCHOOL BUS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	Nature of Business and Basis of Presentation

Nature of Business

Blue Bird Body Company (“Blue Bird”), a wholly-owned subsidiary of School Bus Holdings, Inc. (“SBH”), was incorporated in 1958 and has manufactured, assembled, and sold school buses to a variety of municipal, federal, and commercial customers since 1927. The majority of Blue Bird’s sales are made to an independent distributor network, which in turn sells buses to ultimate end users. During the periods presented, SBH was wholly-owned by The Traxis Group B.V. (“Traxis”), which is majority owned by funds affiliated with Cerberus Capital Management, L.P. (“Cerberus”). The Company is headquartered in Fort Valley, Georgia. References in these notes to financial statements to “SBH,” the “Company,” “we,” “our,” or “us” refer to SBH and its wholly-owned subsidiaries, unless the context specifically indicates otherwise.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

The Company uses the equity method to account for its investment in an entity that is not controlled, and where the Company has the ability to exercise significant influence over operating and financial policies. Consolidated net (loss) income includes the Company’s share of net (loss) income in this entity. The difference between consolidation and the equity method impacts certain of the Company’s financial ratios because of the presentation of the detailed line items reported in the condensed consolidated financial statements for consolidated entities, compared to a two-line presentation of “Equity investment in affiliate” on the Consolidated Balance Sheets and “Equity in net income of non-consolidated affiliate” on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and Article 10 of Regulation S-X.

The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years.

In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for any interim period are not necessarily indicative of the results that may be expected for the entire year. Accordingly, they do not include all of

F-4

the information and footnotes required by generally accepted accounting principles for complete financial statements. The condensed consolidated balance sheet data as of September 27, 2014 was derived from the Company’s audited financial statements but does not include all disclosures required by generally accepted accounting principles. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes for the fiscal year ended September 27, 2014 as set forth in the Hennessy Capital Acquisition Corp. proxy statement dated January 20, 2015.

On February 24, 2015, the Company was acquired by Hennessey Capital Acquisition Corp. See Note 7 (Subsequent Events) for further information.

Reporting Periods

The Company’s fiscal year ends on the Saturday closest to September 30. For the first quarters in fiscal years 2014 and 2015, those periods ended December 28, 2013 and January 3, 2015, respectively. There were 13 weeks in the first quarter fiscal year 2014 and 14 weeks in the first quarter fiscal year 2015.

Use of Estimates and Assumptions

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions. At the date of the financial statements, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, and during the reporting period, these estimates and assumptions affect the reported amounts of revenues and expenses. For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory, allowance for doubtful accounts, potential impairment of long-lived assets, goodwill and intangibles, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events and their effects cannot be predicted with certainty, and, accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s condensed consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in the Company’s evaluations. Actual results could differ from the estimates that the Company has used.

F-5

2.	Supplemental Financial Information

Accounts Receivable

Accounts receivable, net consists of the following:


(in thousands of dollars)	As of January 3, 2015			As of September 27, 2014
Trade receivables	$	14,334		$	21,286
Allowance for doubtful accounts		(38	)		(71	)

	$	14,296		$	21,215

Inventory

Inventory consists of the following:


(in thousands of dollars)	As of January 3, 2015		As of September 27, 2014
Raw materials	$	49,123	$	45,570
Work in process		19,238		24,062
Finished goods		555		1,668

	$	68,916	$	71,300

Product Warranties

Activity in accrued warranty cost (current and long-term portion combined) was as follows during the fiscal quarters ended January 3, 2015 and December 28, 2013:


(in thousands of dollars)
Balances at September 28, 2013	$	13,447
Add current period accruals		1,574
Current period reductions of accrual		(1,823	)

Balances at December 28, 2013	$	13,198


Balances at September 27, 2014	$	15,559
Add current period accruals		1,849
Current period reductions of accrual		(2,182	)

Balances at January 3, 2015	$	15,226

F-6

Extended Warranty Income

Activity in deferred warranty income, for the sale of extended warranties of two to five years, was as follows during the fiscal quarters ended January 3, 2015 and December 27, 2013:


(in thousands of dollars)
Balance at September 28, 2013	$	10,743
Add current period deferred income		450
Current period recognition of income		(976	)

Balance at December 28, 2013	$	10,217


Balances at September 27, 2014	$	12,003
Add current period deferred income		1,167
Current period recognition of income		(1,095	)

Balance at January 3, 2015	$	12,075

Self-Insurance

Total accrued self-insurance comprised of workers compensation and health insurance related claims were as follows:


(in thousands of dollars)	As of January 3, 2015		As of September 27, 2014
Current portion	$	3,773	$	3,463
Long-term portion		3,030		3,028

	$	6,803	$	6,491

The current and long term portions of the accrued self-insurance liability are reflected in accrued expenses and other liabilities, respectively, on the balance sheet.

Shipping and Handling Revenue

Shipping and handling revenues represent costs billed to customers and are presented as net sales. Shipping and handling costs incurred are included in cost of goods sold. Shipping and handling revenues and costs for the fiscal quarters ended January 3, 2015 and December 27, 2013 were (in thousands):


	Three Months Ended January 3, 2015		Three Months Ended December 28, 2013
Net sales	$	3,591	$	2,963
Cost of goods sold		3,182		2,586

F-7

Pension Expense

Components of net periodic benefit cost for the fiscal quarters ended January 3, 2015 and December 27, 2013 were (in thousands):


	Three Months Ended January 3, 2015			Three Months Ended December 28, 2013
Interest cost	$	1,427		$	1,521
Expected return on plan assets		(1,599	)		(1,631	)
Amortization of prior loss		913			701

Net periodic benefit cost	$	740		$	591

Amortization of prior loss, recognized in other comprehensive income	$	913		$	701

Total recognized in net periodic pension benefit cost and other comprehensive income	$	(173	)	$	(110	)

Debt

Debt consisted of the following:


(in thousands of dollars)	As of January 3, 2015		As of September 27, 2014
2020 senior term loan, net of discount of $ 11,470 and $12,132	$	220,592	$	222,868

Total debt	$	220,592	$	222,868

Less: Current portion of long-term debt		11,750		11,750
Long-term debt—net of current portion	$	208,842	$	211,118

In June 2014, the Blue Bird Body Company executed a new $235.0 million six year senior term loan provided by Societe Generale (the “Senior Credit Facility”), which acts as the administrative agent, SG Americas Securities LLC, Macquarie Capital (USA) INC., and Fifth Third Bank as joint book runners and Joint Lead Arrangers. The Senior Credit Facility amortizes at 5% per annum payable quarterly beginning January 3, 2015. The interest rate on the Senior Credit Facility is an election of either base rate plus 450 basis points or LIBOR (floor of 1 point) plus 550 basis points, and is 6.50% at both January 3, 2015 and

F-8

September 27, 2014. Blue Bird also has access to a $60.0 million revolving senior credit facility provided by Societe Generale (the “Senior Revolving Credit Facility”), which acts as the administrative agent, SG Americas Securities LLC and Macquarie Capital (USA) INC. The Senior Revolving Credit Facility carries an elective rate of either the base rate plus 450 basis points or LIBOR plus 550 basis points. No borrowings were outstanding on the Senior Revolving Credit Facility as of January 3, 2015 and September 27, 2014. Blue Bird may request letters of credit through its Senior Revolving Credit Facility up to a $15.0 million sub limit. There were $5.3 million of Letters of Credit outstanding on January 3, 2015. The commitment fee on unused amounts of the Senior Revolving Credit Facility is 0.5%. The Senior Credit Facility and the Senior Revolving Credit Facility were executed on June 27, 2014 and have six and five year terms, respectively. As of January 3, 2015 and September 27, 2014, $232.1 and $235.0 million respectively were outstanding on this indebtedness. Approximately $12.7 million of fees were netted out of the proceeds of the debt and paid directly to the lenders. An additional $1.6 million was paid to other third parties, which have been recorded as deferred financing costs. Approximately $1.2 million of fees related to the Senior Revolving Credit Facility were paid directly to the lenders. The Company’s Senior Credit Facility and Senior Term Loan are recognized on the Company’s balance sheet at their unpaid principal balances, and are not subject to fair value measurement. However, given that the loans carry a variable rate, the Company estimates that the unpaid principal balances of the loans would approximate their fair values.

Weighted-average annual effective interest rates of 6.5% and 6.5% were applicable to the Senior Credit Facility for the fiscal quarters ended January 3, 2015 and September 27, 2014. There were no borrowings on the Senior Revolving Credit Facility in the fiscal quarters ended January 3, 2015 and September 27, 2014. Total interest expense recognized by the Company during the fiscal quarters ended January 3, 2015 and December 28, 2013, were approximately $5.1 million and $0.3 million, respectively.

F-9

Annual schedules of the maturity of the principal of the Senior Credit Facility and Senior Term Loan for the next five fiscal years are as follows:


(in thousands of dollars)
2015	$	8,812
2016		11,750
2017		11,750
2018		11,750
2019		11,750
2020		176,250

Total debt	$	232,062

4.	Income Taxes

Income tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant infrequent or unusual items which are required to be discretely recognized within the current interim period. The effective tax rates in the periods presented are largely based upon the forecasted pre-tax earnings mix and allocation of certain expenses in various taxing jurisdictions where the Company conducts its business, primarily the United States.

The effective tax rates for the three month periods ended January 3, 2015 and December 28, 2013 were 40.2% and 35.1%, respectively. The effective tax rate for the three month period ended January 3, 2015 differed from the statutory federal income tax rate of 35.0% primarily as a result of: the benefit from a domestic production activities deduction and a discrete tax benefit from the extension of the U.S. Federal Research and Development Tax Credit for 2014 offset by interest and penalties on uncertain tax positions. The effective tax rate for the three month period ended December 28, 2013 differed from the statutory federal income tax rate of 35.0% principally as a result of a benefit of a domestic production activities deduction offset by state tax expense.

Of the total amount of gross unrecognized tax benefits as of January 3, 2015, $6.4 million would affect the Company’s effective tax rate if realized. The Company’s liability arising from uncertain tax positions is recorded in other non-current liabilities in the Consolidated Balance Sheets.

We recognized interest associated with uncertain tax positions as part of the provision for income taxes in our Consolidated Statements of Operations of $0.1 million and $0.0 million for the fiscal quarters ended January 3, 2015 and December 28, 2013. The gross amount of interest and penalties accrued as of January 3, 2015 and September 27, 2014, was $0.2 million and $0.0 million, respectively.

F-10

As of January 3, 2015, we estimate that it is reasonably possible that unrecognized tax benefits may decrease by $0.0 million to $6.4 million in the next 12 months due to the resolution of these issues.

5.	Guarantees, Commitments and Contingencies

Litigation

As of January 3, 2015, the Company had a number of product liability and other cases pending. Management believes that, considering the Company’s insurance coverage and its intention to vigorously defend its position, the ultimate resolution of these matters will not have a material adverse impact on the Company’s financial statements.

Environmental

The Company is subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous materials used in its manufacturing processes. Failure by the Company to comply with present and future regulations could subject it to future liabilities. In addition, such regulations could require the Company to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. The Company is currently not involved in any material environmental proceedings and therefore management does not believe that the resolution of environmental matters will have a material adverse effect on the Company’s financial statements.

6.	Segment Information

We manage our business in two operating segments, which are also our reportable segments. The Bus segment includes the manufacturing and assembly of school buses to be sold to a variety of customers across the United States, Canada and in international markets. The Parts segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. Financial information is reported on the basis that it is used internally by the chief operating decision maker (the “CODM”) in evaluating segment performance and deciding how to allocate resources. The Chief Executive Officer of the Company has been identified as the CODM. Management evaluates the segments based primarily upon revenues and gross profit. A measure of assets is not applicable, as segment assets are not regularly reviewed by the CODM for evaluating performance or allocating resources.

F-11

The tables below present segment net sales and gross profit for the fiscal quarters ended January 3, 2015 and December 27, 2013 ( in thousands ):


	Three Months Ended January 3, 2015		Three Months Ended December 28, 2013
Net sales
Bus	$	151,984	$	133,925
Parts		13,849		12,068

Segment net sales	$	165,833	$	145,993


	Three Months Ended January 3, 2015		Three Months Ended December 28, 2013
Gross profit
Bus	$	14,302	$	16,005
Parts		5,176		4,455

Segment gross profit	$	19,478	$	20,460

The following table is a reconciliation of segment gross profit to consolidated income (loss) before income taxes for the fiscal quarters ended January 3, 2015 and December 27, 2013 (in thousands ) :


	Three Months Ended January 3, 2015			Three Months Ended December 28, 2013
Segment gross profit	$	19,478		$	20,460
Adjustments:
Selling, general and administrative expenses		(15,459	)		(14,102	)
Interest expense		(5,135	)		(275	)
Interest income		32			25
Other income (expense), net		11			21

Income (loss) before income taxes	$	(1,073	)	$	6,129

Sales are attributable to geographic areas based on customer location and were as follows for the fiscal quarters ended January 3, 2015 and December 27, 2013 (in thousands ) :


	Three Months Ended January 3, 2015		Three Months Ended December 28, 2013
United States	$	155,951	$	134,962
Canada		9,159		5,106
Rest of world		723		5,925

Total net sales	$	165,833	$	145,993

7.	Subsequent Event

Upon consummation of the transaction by which Hennessy Capital Acquisition Corp. (“Hennessy Capital”) acquired all of the capital stock of School Bus Holdings, Inc., 13.6% of the cash portion of the purchase price, or $13.6 million, was paid to participants in Blue Bird’s Phantom Plan, thereby increasing selling, general and administrative expenses in the second fiscal quarter of fiscal year 2015. Such transaction is described in the definitive proxy statement dated January 20, 2015 and the proxy statement supplement dated February 10, 2015, each filed by Hennessy Capital with the Securities and Exchange Commission.

F-12

Simultaneous with the consummation of the transaction, Blue Bird Body Co.’s parent company, Blue Bird Corporation, amended its Certificate of Incorporation to change its name to Blue Bird Global Corporation. Hennessy Capital Acquisition Corp. also amended its name to Blue Bird Corporation.

F-13

SIGNATURES

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.


BLUE BIRD CORPORATION

By:		/s/ Paul Yousif
Name:		Paul Yousif
Title:		Vice President

Dated: March 2, 2015

EXHIBIT INDEX


Exhibit No.		Exhibit

2.1 ^†		Purchase Agreement, dated as of September 21, 2014, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

2.2		Amendment No. 1 to Purchase Agreement, dated as of February 10, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 11, 2015).

2.3		Amendment No. 2 to Purchase Agreement, dated as of February 18, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015).

3.1		The registrant’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 26, 2015).

3.2		The registrant’s Certificate of Designations establishing its Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed by the registrant on February 26, 2015).

4.1*		Specimen stock certificate for the registrant’s common stock.

4.2*		Specimen stock certificate for the registrant’s Series A Convertible Preferred Stock.

4.3*		Specimen warrant certificate.

4.4		Warrant Agreement between Continental Stock Transfer & Trust Company and the registrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on January 23, 2014).

10.1		Form of Letter Agreement among the registrant and its officers, directors and security holders (incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-1 (No. 333-192892, as filed on December 20, 2013)).

10.2		Registration Rights Agreement between the registrant and certain security holders entered into in connection with the registrant’s initial public offering (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 23, 2014).

10.3		Securities Subscription Agreement, dated September 24, 2013, among the registrant and Hennessy Capital Partners I LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-1 (No. 333-192892, as filed on December 20, 2013)).

†	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.



10.4		Sponsor Warrants Purchase Agreement dated October 15, 2013 among the registrant and Hennessy Capital Partners I LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-1 (No. 333-192892, as filed on December 20, 2013)).

10.5*		Credit agreement, dated as of June 27, 2014, by and among Blue Bird Body Company, as borrower, School Bus Holdings Inc., certain other subsidiaries of School Bus Holdings Inc., the joint book runners and joint lead arrangers parties thereto, the co-syndication agents parties thereto and Societe General, as administrative agent.

10.6††		Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (incorporated by reference to Annex D to the Proxy Statement).

10.7		Form of Amended and Restated Preferred Subscription Agreement by and among Hennessy Capital Acquisition Corp., The Traxis Group B.V. and the investors named therein providing, among other things, for the PIPE Investment (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.8		Form of Backstop and Subscription Agreement by and among the registrant, The Traxis Group B.V., Hennessy Capital Partners I LLC and the investors named therein providing, among other things, for the Common Backstop Placement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.9		Director Removal Letter Agreement, dated as of September 21, 2014, by and between The Traxis Group B.V. and Hennessy Capital Partners I LLC. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.10		Sponsor Warrant Exchange Letter Agreement, dated as of September 21, 2014, by and among Hennessy Capital Acquisition Corp., The Traxis Group B.V. and Hennessy Capital Partners I LLC. (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.11*		Registration Rights Agreement, dated as of February 24, 2015, by and among Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.), The Traxis Group B.V., the Backstop Commitment Investor, the PIPE Investment Investor and the Common/Preferred Investor.

10.12		Form of Seller Lock-Up Agreement, by and between Hennessy Capital Acquisition Corp. and The Traxis Group B.V. (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).



10.13		Form of Sponsor Lock-Up Agreement, by and among The Traxis Group B.V., Hennessy Capital Partners I LLC and the stockholders named therein (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

10.14*††		Phantom Equity Plan.

10.15*††		Amendment No. 1 to Phantom Equity Plan.

10.16*††		Form of grant agreement for incentive stock options granted under the registrant’s Incentive Plan.

10.17*††		Form of grant agreement for non-qualified stock options granted under the registrant’s Incentive Plan.

10.18*††		Form of grant agreement for restricted stock granted under the registrant’s Incentive Plan.

10.19*††		Form of grant agreement for restricted stock units granted under the registrant’s Incentive Plan.

10.20		Subscription Agreement for 7.625% Series A Convertible Preferred Stock and Common Stock, dated as of February 18, 2015, by and among the registrant, The Traxis Group B.V. and the investors named therein, providing for, among other things, the Subsequent PIPE Investment and the Subsequent Common Stock Backstop Placement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015).

10.21		Director Removal Letter Agreement, dated as of February 18, 2015, by and between The Traxis Group B.V. and the investors named therein (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015).

10.22		Founder Share Cancellation Agreement, dated as of February 10, 2015, by and among Hennessy Capital Acquisition Corp., Hennessy Capital Partners I LLC and The Traxis Group B.V. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed by the registrant on February 11, 2015).

10.23*		Form of indemnity agreement between the registrant and each of its directors and executive officers.

14.1*		Amended and restated Code of Ethics.

99.1*		Amended and restated charter of the Audit Committee of the registrant’s Board of Directors.

99.2*		Amended and restated charter of the Compensation Committee of the registrant’s Board of Directors.

99.3*		Charter of the Corporate Governance and Nominating Committee of the registrant’s Board of Directors.

*	Filed herewith.

††	Management contract or compensatory plan or arrangement.

Exhibit 4.1

LOGO

NUMBER
SHARES
BLUE BIRD CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 095306 10 6
C O M M O N S T O C K
THIS CERTIFIES THAT:
PROOF
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE COMMON STOCK OF $.0001 PAR VALUE PER SHARE EACH OF
BLUE BIRD CORPORATION (THE “CORPORATION”)
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation.
Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.
DATED:
COUNTERSIGNED:
BY:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, NY TRANSFER AGENT
AUTHORIZED OFFICER
SECRETARY
CHIEF EXECUTIVE OFFICER AND PRESIDENT

BLUE BIRD CORPORATION

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, 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

UNIF GIFT MIN ACT -

Custodian

TEN ENT

- as tenants by the entireties

(Cust)

(Minor)

JT TEN

- as joint tenants with right of

under Uniform Gifts to Minors

survivorship and not as tenants

Act

in common

(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 OF ASSIGNEE

( PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoints

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Date d



Signature(s ) Guaranteed				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.


B y
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.


		COLUMBI A FINANCIA L PRINTIN G CORP . - www.stockinformation.com

Exhibit 4.2

LOGO

Incorporated under the laws of the State of Delaware NUMBER 0 SHARES BLUE BIRD CORPORATION 7.625% SERIES A CONVERTIBLE PREFERRED STOCK PAR VALUE $0.0001 SPECIMEN This Certifies that is the owner of fully paid and non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation. Dated President Treasurer

LOGO

THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 1. REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 2. AGREES FOR THE BENEFIT OF BLUE BIRD CORPORATION (FORMERLY KNOWN AS HENNESSY CAPITAL ACQUISITION CORP.) (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AFTER THE LAST DATE OF INITIAL ISSUANCE HEREOF, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 3. ACKNOWLEDGES THAT NO PREFERRED STOCK MAY BE OWNED BY OR TRANSFERRED TO ANY HOLDER OR BENEFICIAL OWNER THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND ANY TRANSFER MADE OR EFFECTED IN VIOLATION OF THIS REQUIREMENT SHALL BE VOID AB INITIO. 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. Additional abbreviations may also be used though not in the list. TEN COM – as tenants in common UNIF GIFT MIN ACT Custodian (Minor) TEN ENT – as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN – as joint tenants with right of survivorship UNIF TRF MIN ACT Custodian (Minor) and not as tenants in common under (State) Uniform Transfer to Minors Act PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, the undersigned hereby sells, assigns and transfers unto PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. Dated In presence of 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 whatever

Exhibit 4.3

LOGO

PROOF PROOF
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
NUMBER THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR WARRANTS W IN THE WARRANT AGREEMENT DESCRIBED BELOW
BLUE BIRD CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
WARRANTS CUSIP 095306 11 4
THIS CERTIFIES THAT,
FOR VALUE RECEIVED: PROOF OR REGISTERED ASSIGNS, IS THE REGISTERED HOLDER OF warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Common The initial Exercise Price per share of Common Stock for any Warrant is equal to $5.75 per half Stock, $.0001 par value (“Common Stock”), of Blue Bird Corporation, a Delaware corporation share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the the Warrant Agreement.
Warrant Agreement referred to below, to receive from the Company that number of fully paid and Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless such Warrants shall become void. exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant hereof and such further provisions shall for all purposes have the same effect as though fully set forth Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. at this place.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such to them in the Warrant Agreement. term is used in the Warrant Agreement.
Each Warrant is initially exercisable for one-half of one fully paid and non-assessable share of This Warrant Certificate shall be governed by and construed in accordance with the internal laws Common Stock. The number of the shares of Common Stock issuable upon exercise of the Warrants of the State of New York, without regard to conflicts of laws principles thereof. is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
CHIEF EXECUTIVE OFFICER AND PRESIDENT SECRETARY

BLUE BIRD CORPORATION (WARRANT)

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 January 16, 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 purchase 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 Blue Bird Corporation (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:


whose address is


and that such shares be delivered to:


whose address is


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
whose address is


and that such Warrant Certificate be delivered to:


whose address is

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 withSection 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (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


whose. address is								,


and that such Warrant Certificate be delivered to:


whose address is		.
Dated: , 20 .	Signature(s) (Address)
Signature(s) Guaranteed	(Social Security or Taxpayer Identification Number(s))

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 S.E.C. RULE 17Ad-15).

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Exhibit 10.5

Execution Copy

$295,000,000

CREDIT AGREEMENT

dated as of

June 27, 2014

among

SCHOOL BUS HOLDINGS INC.,

as Holdings,

PEACH COUNTY HOLDINGS, INC. and

BLUE BIRD BODY CORPORATION,

as Intermediate Parents,

BLUE BIRD BODY COMPANY,

as Borrower,

THE LENDERS PARTY HERETO

and

SOCIÉTÉ GÉNÉRALE,

as Administrative Agent

SG AMERICAS SECURITIES, LLC,

MACQUARIE CAPITAL (USA) INC. and

FIFTH THIRD BANK,

as Joint Bookrunners and Joint Lead Arrangers

and

MACQUARIE CAPITAL (USA) INC. and

FIFTH THIRD BANK,

as Co-Syndication Agents


				Blue Bird Body Company Credit Agreement

TABLE OF CONTENTS


	Page

ARTICLE I

Definitions

SECTION 1.01 Defined Terms		1
SECTION 1.02 Classification of Loans and Borrowings		41
SECTION 1.03 Terms Generally		41
SECTION 1.04 Accounting Terms; GAAP		42
SECTION 1.05 Effectuation of Transactions		42
SECTION 1.06 Currency Translation		42
SECTION 1.07 Letter of Credit Amounts		42
SECTION 1.08 Pro Forma Calculations		43

ARTICLE II

The Credits

SECTION 2.01 Commitments		43
SECTION 2.02 Loans and Borrowings		43
SECTION 2.03 Requests for Borrowings		44
SECTION 2.04 Swing Line Loans		45
SECTION 2.05 Letters of Credit		47
SECTION 2.06 Funding of Borrowings		52
SECTION 2.07 Interest Elections		53
SECTION 2.08 Termination and Reduction of Commitments		54
SECTION 2.09 Repayment of Loans; Evidence of Debt		54
SECTION 2.10 Maturity and Amortization of Term Loans		55
SECTION 2.11 Prepayment of Loans		57
SECTION 2.12 Fees		64
SECTION 2.13 Interest.		65
SECTION 2.14 Alternate Rate of Interest		66
SECTION 2.15 Increased Costs		67
SECTION 2.16 Break Funding Payments		68
SECTION 2.17 Taxes		68
SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs		71
SECTION 2.19 Mitigation Obligations; Replacement of Lenders		73
SECTION 2.20 Incremental Credit Extensions		74
SECTION 2.21 Defaulting Lenders		77
SECTION 2.22 Illegality		79
SECTION 2.23 Repricing Transactions		79


		ii		Blue Bird Body Company Credit Agreement


ARTICLE III

Representations and Warranties

SECTION 3.01 Organization; Powers			80
SECTION 3.02 Authorization; Enforceability			80
SECTION 3.03 Governmental and Third-Party Approvals; No Conflicts			80
SECTION 3.04 Financial Condition; No Material Adverse Effect			81
SECTION 3.05 Properties			81
SECTION 3.06 Litigation and Environmental Matters			81
SECTION 3.07 Compliance with Laws and Agreements			82
SECTION 3.08 Investment Company Status			82
SECTION 3.09 Taxes			82
SECTION 3.10 ERISA; Labor Matters			82
SECTION 3.11 Disclosure; Undisclosed Liabilities			83
SECTION 3.12 Subsidiaries; Equity Interests			83
SECTION 3.13 Intellectual Property; Licenses, Etc			83
SECTION 3.14 Solvency			83
SECTION 3.15 Federal Reserve Regulations			84
SECTION 3.16 PATRIOT ACT; FCPA; OFAC			84
SECTION 3.17 Use of Proceeds			84
SECTION 3.18 Security Interests			85
SECTION 3.19 Insurance			85
SECTION 3.20 Status of Holdings and the Intermediate Parent Companies			85

ARTICLE IV

Conditions

SECTION 4.01 Effective Date			85
SECTION 4.02 Each Credit Event			87

ARTICLE V

Affirmative Covenants

SECTION 5.01 Financial Statements and Other Information			88
SECTION 5.02 Notices of Material Events; Other Information			90
SECTION 5.03 Information Regarding Collateral			90
SECTION 5.04 Existence; Conduct of Business			90
SECTION 5.05 Payment of Taxes, etc			91
SECTION 5.06 Maintenance of Properties			91
SECTION 5.07 Insurance			91
SECTION 5.08 Books and Records; Inspection and Audit Rights; Lender Calls			91
SECTION 5.09 Compliance with Laws			92
SECTION 5.10 Use of Proceeds and Letters of Credit			92
SECTION 5.11 Additional Restricted Subsidiaries			93
SECTION 5.12 Further Assurances			93


		iii		Blue Bird Body Company Credit Agreement


SECTION 5.13 Compliance with ERISA			94
SECTION 5.14 Maintenance of Ratings			94
SECTION 5.15 Certain Post-Closing Obligations			94

ARTICLE VI

Negative Covenants

SECTION 6.01 Indebtedness; Certain Equity Securities			94
SECTION 6.02 Liens			97
SECTION 6.03 Fundamental Changes			99
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions			100
SECTION 6.05 Asset Sales			103
SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness			104
SECTION 6.07 Transactions with Affiliates			107
SECTION 6.08 Restrictive Agreements			108
SECTION 6.09 Amendment of Junior Financing and Organizational Documents			108
SECTION 6.10 Total Net Leverage Ratio			109
SECTION 6.11 Changes in Fiscal Periods			109

ARTICLE VII

Events of Default

SECTION 7.01 Events of Default			109
SECTION 7.02 Right to Cure			112
SECTION 7.03 Application of Funds			113

ARTICLE VIII

Administrative Agent

SECTION 8.01 Appointment and Authority			113
SECTION 8.02 Rights as a Lender			113
SECTION 8.03 Exculpatory Provisions			114
SECTION 8.04 Reliance by Administrative Agent			114
SECTION 8.05 Delegation of Duties			115
SECTION 8.06 Resignation of Administrative Agent			115
SECTION 8.07 Non-Reliance on Administrative Agent and Other Lenders			116
SECTION 8.08 No Other Duties, Etc			116
SECTION 8.09 Administrative Agent May File Proofs of Claim; Authorization to Enter into Subordination Agreement			116
SECTION 8.10 No Waiver; Cumulative Remedies; Enforcement			117


		iv		Blue Bird Body Company Credit Agreement


ARTICLE IX

Miscellaneous

SECTION 9.01 Notices			118
SECTION 9.02 Waivers; Amendments			120
SECTION 9.03 Expenses; Indemnity; Damage Waiver			123
SECTION 9.04 Successors and Assigns			125
SECTION 9.05 Survival			130
SECTION 9.06 Counterparts; Integration; Effectiveness			130
SECTION 9.07 Severability			131
SECTION 9.08 Right of Setoff			131
SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process			131
SECTION 9.10 WAIVER OF JURY TRIAL			132
SECTION 9.11 Headings			132
SECTION 9.12 Confidentiality			132
SECTION 9.13 USA Patriot Act			134
SECTION 9.14 Judgment Currency			134
SECTION 9.15 Release of Liens and Guarantees			134
SECTION 9.16 No Advisory or Fiduciary Responsibility			135
SECTION 9.17 Interest Rate Limitation			136


SCHEDULES:

SCHEDULE 2.01	—	Commitments
SCHEDULE 3.05	—	Owned Real Property
SCHEDULE 3.12	—	Subsidiaries; Equity Interests
SCHEDULE 5.15	—	Certain Post-Closing Obligations
SCHEDULE 6.01	—	Existing Indebtedness
SCHEDULE 6.02	—	Existing Liens
SCHEDULE 6.04(d)	—	Existing Investments
SCHEDULE 6.07	—	Existing Affiliate Transactions
SCHEDULE 6.08	—	Existing Restrictions
SCHEDULE 9.01	—	Notices

EXHIBITS:

EXHIBIT A-1	—	Form of Assignment and Assumption
EXHIBIT A-2	—	Form of Affiliated Lender 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


		v		Blue Bird Body Company Credit Agreement


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-1	—	Form of Borrowing Request
EXHIBIT I-2	—	Form of Issuance Notice
EXHIBIT J	—	Form of Prepayment Notice
EXHIBIT K	—	Form of Compliance Certificate
EXHIBIT L-1	—	Form of Term Note
EXHIBIT L-2	—	Form of Revolving Credit Note


		vi		Blue Bird Body Company Credit Agreement

CREDIT AGREEMENT dated as of June 27, 2014 (this “ Agreement ”), SCHOOL BUS HOLDINGS INC., a Delaware corporation (“ Holdings ”), PEACH COUNTY HOLDINGS, INC., a Delaware corporation, and BLUE BIRD BODY CORPORATION, a Delaware corporation, as Intermediate Parents, BLUE BIRD BODY COMPANY, a Georgia corporation (the “ Borrower ”), the LENDERS party hereto, SOCIÉTÉ GÉNÉRALE, as an Issuing Bank and the Swingline Lender, and SOCIÉTÉ GÉNÉRALE, as Administrative Agent.

WHEREAS, the Borrower intends to make a special one-time cash dividend payment to Holdings to permit Holdings, in turn, to make a one-time special cash dividend payment to its equity holders and certain payments to management of the Borrower under a phantom equity plan on or no later than sixty (60) days after the Effective Date up to an aggregate total amount of $250,000,000 (the “ Special Dividend ”).

WHEREAS, the Borrower has requested that the Lenders extend credit in an aggregate principal amount not in excess of $295,000,000, consisting of $235,000,000 aggregate principal amount of Term Loans to be made on the Effective Date and $60,000,000 aggregate principal amount of Revolving Commitments (including a letter of credit sub-facility). The proceeds of (a) Term Loans will be used (x) on or no later than sixty (60) days after the Effective Date to finance in part, together with available unrestricted cash on hand, the Special Dividend, (y) on the Effective Date, to refinance certain existing indebtedness of the Borrower and its Subsidiaries and (z) on the Effective Date, to pay the Transaction Costs and (b) the Revolving Facility will be available after the Effective Date to provide funding for working capital and general corporate purposes of the Borrower and its Subsidiaries not prohibited under the Loan Documents. No proceeds of the Revolving Facility will be applied toward the Special Dividend.

WHEREAS, the Lenders are willing to extend such credit to the Borrower and its Subsidiaries on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, 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.


				Blue Bird Body Company Credit Agreement

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

“ 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. Notwithstanding anything to the contrary herein, the Adjusted Eurodollar Rate with respect to Term Loans for any Interest Period shall not, in any event, be less than 1.00% per annum.

“ Administrative Agent ” means Société Générale, 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.

“ 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, any Lender that is a Sponsor or any Affiliate of the Borrower at such time.

“ Affiliated Lender Assignment and Assumption ” has the meaning given to such term in Section 9.04(f)(vii).

“ 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).

“ All-In Yield ” means, as to any Indebtedness, the yield thereon, whether in the form of interest rate, margin, OID, up-front fees, an Adjusted Eurodollar Rate floor greater than 1.00% or an Alternate Base Rate floor greater than 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, underwriting or other fees paid to the Arrangers (or Persons serving in similar capacities).

“ 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 ¹ ⁄ ₂ 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. For the avoidance of doubt, the Adjusted Eurodollar Rate for purposes of clause (c) of this definition in respect of Term Loans shall not in any event be less than 1.00% per annum.


		2		Blue Bird Body Company Credit Agreement

“ 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 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) 4.50% per annum, in the case of an ABR Loan, or (ii) 5.50% per annum, in the case of a Eurodollar Loan, and (b) with respect to any Revolving Loan (i) 4.50% per annum, in the case of an ABR Loan, or (ii) 5.50% per annum, in the case of a Eurodollar Loan.

“ Approved Bank ” has the meaning specified in clause (d) of the definition of “Cash Equivalents”.

“ 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-1 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).


		3		Blue Bird Body Company Credit Agreement

“ Audited Financial Statements ” means the audited consolidated balance sheets of Holdings as of October 1, 2011, September 29, 2012 and September 28, 2013 and the related consolidated statements of earnings and cash flows of Holdings for each year in the three year period ended September 30, 2013, including the notes thereto.

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

(a) the sum, without duplication, of:

(i) an amount (if positive) equal to the cumulative amount of Excess Cash Flow for each fiscal year of Holdings (commencing with the fiscal year ending September 30, 2015) 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(e) (without giving effect to the proviso thereto), plus

(ii) the amount of any cash or Cash Equivalents received by Holdings (other than from a Restricted Subsidiary thereof) 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 and contributed to the Borrower or any Restricted Subsidiary as common equity, except to the extent (x) constituting a Cure Amount or (y) applied pursuant to Sections 6.04(b)(ii), plus

(iii) the amount of any returns, profits, distributions or similar amounts received in cash or Cash Equivalents by the Borrower or any Restricted Subsidiary or any amounts received by 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(j), plus

(iv) the Net Proceeds of any Indebtedness incurred pursuant to Section 6.01(a)(viii) which have not otherwise been utilized at or prior to such Reference Time, plus

(v) 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 Section 6.06(a)(vi) prior to the Reference Time; plus

(ii) the aggregate amount of Investments made in reliance on Section 6.04(j) 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.

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


		4		Blue Bird Body Company Credit Agreement

“ 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.

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

“ 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, $500,000, (b) in the case of an ABR Revolving Borrowing, $250,000 and (c) in the case of Swingline Loans, $100,000; provided that such amounts may be less if such amount represents all the remaining availability under the Revolving Commitments.

“ Borrowing Multiple ” means (a) in the case of a Eurodollar Revolving Borrowing, $250,000, (b) in the case of an ABR Revolving Borrowing, $100,000 and (c) in the case of Swingline Loans, $50,000; provided , that such amounts may be less if such amount represents all the remaining availability under the Revolving Commitments.

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

“ 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 expenditures, whether or not made through the incurrence of Indebtedness, by Holdings, the Borrower or any Restricted Subsidiary during such period for the acquisition, leasing (pursuant to a Capitalized Lease), construction,


		5		Blue Bird Body Company Credit Agreement

replacement, repair, substitution or improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on the consolidated balance sheet of Holdings; excluding (a) interest capitalized during construction, and (b) all insurance proceeds and condemnation awards received on any account of any Casualty Event to the extent any such amounts are actually applied to repair or reconstruct the damaged property or property affected by the condemnation or taking in connection with such Casualty Event.

“ Capital Lease Obligations ” of any Person means the obligations of such Person under Capitalized Leases and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

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

“ Cash Equivalents ” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000 (an “ Approved Bank ”), (e) deposit accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“ Cash Management Obligations ” means obligations of Holdings, the Borrower or any Restricted Subsidiary owed to any Lender or its Affiliates 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 ” means a Person that is a “controlled foreign corporation” under Section 957 of the Code.

“ Change in Control ” means:


		6		Blue Bird Body Company Credit Agreement

(a) the failure of Holdings to own, directly or indirectly, all of the Equity Interests of the Borrower;

(b) at any time prior to a Qualified IPO, the Sponsors collectively shall fail to own beneficially (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;

(c) at any time following a Qualified IPO, 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 Sponsors, of Equity Interests representing 35% or more of the aggregate ordinary voting power (or the equivalent thereof) represented by the issued and outstanding Equity Interests in Holdings 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 Holdings held by the Sponsors;

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

(e) the occurrence of a “Change in Control” (or similar event, however denominated), as defined in the documentation governing any Junior Financing 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 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, Term Loans or Incremental Term Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Swingline Commitment, 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.

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


		7		Blue Bird Body Company Credit Agreement

“ 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, the Borrower, 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 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 duly executed and delivered on behalf of such Person 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, in the form specified therein, 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) 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 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 (it being understood that any Restricted Subsidiary not a signatory to the Intercompany Note on the Effective Date may execute a joinder to the Intercompany Note at any time after the Effective Date by providing written notice to the Administrative Agent and delivering such joinder to the Administrative Agent in order to become a party thereto, together with an undated instrument 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 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 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


		8		Blue Bird Body Company Credit Agreement

(e) the Administrative Agent shall have received, to the extent customary and appropriate in the applicable jurisdiction as determined by the Administrative Agent in its reasonable discretion, (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 (or marked commitments to issue the same) issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a first priority Lien (subject to Permitted Encumbrances) on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements as the Administrative Agent may reasonably request in writing, (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 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, shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) 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 (c) in no event shall the Collateral include any Excluded Assets to the extent, and for so long as, such property constitutes 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, Revolving Commitment Increase, 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 L.

“ Connection Income Taxes ” means, with respect to the Administrative Agent or Lender, Taxes imposed as a result of a present or former connection between such Administrative Agent or Lender and the jurisdiction imposing such Tax (other than connections arising from such Administrative Agent or Lender 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) that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.


		9		Blue Bird Body Company Credit Agreement

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

(i) without duplication, the sum of the following amounts of such Person and its Subsidiaries for such period and to the extent deducted in determining Consolidated Net Income of such Person and its Subsidiaries for such period:

(A) Consolidated Interest Expense,

(B) net income tax expense calculated in accordance with GAAP,

(D) amortization expense (including amortization of deferred financing fees or costs),

(E) the amount of any extraordinary or non-recurring charges and expenses,

(F) Transaction Costs (including any upfront financing fees and other agent and lender fees and any amortization of OID in connection with the Facilities) and fees and expenses incurred in connection with any amendments, waivers or other modifications to any of the Facilities,

(G) to the extent deducted in the determination of Consolidated Net Income (and not otherwise added back), payments to management in connection with the Special Dividend,

(H) loss on Disposition of assets,

(I) non-cash losses attributable to Swap Agreements,

(J) restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Effective Date and adjustments to existing reserves and including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives, severance, relocation costs, integration and other business optimization expenses, signing costs, retention or completion bonuses, transition costs, costs related to opening of facilities, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities)); provided that the aggregate amount added back to Consolidated Net Income pursuant to this clause (J) for any Test Period shall not exceed $7,500,000 (calculated prior to giving effect to any adjustment pursuant to this clause (J)),

(K) any other non-cash expenses, losses or charges for such period,

(L) any transaction fees, costs or expenses in connection with (whether or not consummated) any incurrence of Indebtedness, Disposition, Restricted Payment or Investment, in each case, to the extent permitted under this Agreement,

(M) management, monitoring, consulting or advisory fees or expenses paid in cash for services provided by Cerberus Operations and Advisory, but solely to the extent permitted under Section 6.07(xii), and


		10		Blue Bird Body Company Credit Agreement

(N) payments made pursuant to Section 6.06(a)(iv) but solely to the extent such payments are permitted to be made thereunder,

minus

(ii) without duplication, the sum of the following amounts of such Person and its Subsidiaries for such period, to the extent included in determining Consolidated Net Income of such Person for such period:

(A) gains on Disposition of assets,

(B) non-cash gains attributable to purchase accounting,

(D) unrealized gains on Swap Agreements, and

(E) the amount of any extraordinary or non-recurring gains and income.

Solely for the fiscal year ending September 30, 2014, there shall be added to Consolidated EBITDA such amounts actually paid in respect of the Borrower’s Management Incentive Bonus Plan that are in excess of the accrual reserve amounts allocated based on the forecast level of 200% of the target bonus level for such fiscal year, which amounts are included in the Projections provided to the Administrative Agent and which final add-back amount shall be subject to the Administrative Agent’s approval.

“ Consolidated Interest Expense ” means, with respect to any Person, for any period, gross interest expense for such period determined on a consolidated basis and in accordance with GAAP (including interest expense paid to Affiliates of such Person), less gross interest income for such period.

“ Consolidated Net Debt ” means, as of any date of determination, (a) Consolidated Total Debt minus (b) the aggregate amount of cash and Cash Equivalents of Holdings and its Restricted Subsidiaries (as determined based on a trailing four fiscal quarter average basis), but excluding (i) cash and Cash Equivalents which are listed as “restricted” on the consolidated balance sheet of Holdings and its Restricted Subsidiaries and (ii) cash and Cash Equivalents otherwise subject to any Liens (other than Liens of the type described in clauses (a) or (i) of the definition of “Permitted Encumbrances” and Liens securing the Secured Obligations).

“ Consolidated Net Income ” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries (or, in the case of the Borrower, of the Borrower, its Restricted Subsidiaries and Micro Bird so long as the Borrower owns a joint interest therein and Micro Bird does not constitute a Restricted Subsidiary) for such period, determined on a consolidated basis, excluding any extraordinary income or loss and calculated in accordance with GAAP. Notwithstanding the foregoing, the following shall be excluded from Consolidated Net Income: (a) the net income of any Person in which such Person or one of its Restricted Subsidiaries has a joint interest with a third-party except to the extent of the amount of dividends or distributions actually paid to such Person or Restricted Subsidiary during such period; provided , that solely for purposes of determining Consolidated Net Income for the Borrower and its Restricted Subsidiaries for the fiscal year ending September 30, 2014, Consolidated Net Income for the Borrower and its Restricted Subsidiaries shall include the net income (or loss) attributable to Micro Bird without regard to the restrictions set forth above in this clause (a); (b) the net income of any other Person arising


		11		Blue Bird Body Company Credit Agreement

and not assumed prior to such other Person becoming a Subsidiary of such Person or merging or consolidating into such Person or its Subsidiaries; and (c) any after-tax gains or losses attributable to discontinued operations.

“ Consolidated Total Assets ” means, the consolidated total assets of Holdings and its 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 and its Restricted Subsidiaries outstanding on such date and required to be classified as Indebtedness on their balance sheet, 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 any Permitted Acquisition (or other similar Investment permitted hereunder)) consisting only of indebtedness for borrowed money, unreimbursed obligations under drawn letters of credit (to the extent not reimbursed within one Business Day following such drawing), obligations in respect of Capitalized Leases and purchase money indebtedness and debt obligations evidenced by bonds, debentures, notes or similar instruments.

“ Consolidated Working Capital ” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) 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 and its 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 and its Restricted Subsidiaries on such date, including current 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 and its 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 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.

“ 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 directly or indirectly is in Control of, is Controlled by, or is under common Control with, such Person and (a) is organized by such Person primarily for the purpose of making equity investments in one or more companies or (b) is a fund or account managed by such Person or an Affiliate of such Person.

“ 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.


		12		Blue Bird Body Company Credit Agreement

“ 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 2.21(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, by the time and on the Business Day required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to or does not 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, (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.

“ 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.

“ 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.


		13		Blue Bird Body Company Credit Agreement

“ 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).

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

“ Disqualified Domestic Subsidiary ” means any Domestic Subsidiary that directly or indirectly owns no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

“ 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 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 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 which is 180 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”


		14		Blue Bird Body Company Credit Agreement

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 (or cash collateralization) of all Letters of Credit and the termination of the Commitments and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings (or any direct or indirect parent company thereof) or any of its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person; provided , further, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests.

“ Disqualified Institutions ” means (a) (x) those Persons specifically identified in writing by the Borrower to the Administrative Agent prior to execution of the commitment letter, dated April 22, 2014, between Holdings and the Arranger in respect of the Facilities, which list will be maintained on file with Administrative Agent as a list of “Disqualified Institutions” and (y) affiliates thereof that are readily identifiable by name without further inquiry or investigation and (b) competitors of the Borrower and its Subsidiaries that are specifically identified in writing by the Borrower to the Administrative Agent from time to time; provided that no such competitor identified in writing to the Administrative Agent after delivery of the initial list described in clause (a)(x) hereof shall be deemed to be a “Disqualified Institution” until at least one (1) full Business Day after the date such written identification is received by the Administrative Agent; and provided , further , that no Assignment and Assumption to a Lender shall be invalidated if otherwise validly effected in accordance with the requirements of Section 9.04 solely by virtue of such Lender being subsequently identified as a competitor of the Borrower after such assignment is effected.

“ 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(e) with respect to any fiscal year of Holdings, 75% of Excess Cash Flow for such fiscal year; provided , that if the Total Net Leverage Ratio (prior to giving effect to the applicable prepayment pursuant to Section 2.11(e)) as of the end of such fiscal year is (a) greater than 1.50 to 1.00 but less than 2.25:1.00, the ECF Percentage shall be 50% of Excess Cash Flow for such fiscal year and (b) equal to or less than 1.50 to 1.00, the ECF Percentage shall be 25% 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; provided , that a Disqualified Institution shall not be an Eligible Assignee.

“ Environmental Laws ” means all applicable treaties, rules, regulations, codes, ordinances, judgments, orders, decrees and other applicable Requirements of Law, and all applicable and legally binding injunctions or agreements issued, promulgated or entered into by or with any Governmental Authority, 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, and includes the Comprehensive Environmental Response, Compensation and Liability Act (“ CERCLA ”), 42 U.S.C. §§ 9601 et seq. , as amended, the


		15		Blue Bird Body Company Credit Agreement

Resource Conservation and Recovery Act (“ RCRA ”), 42 U.S.C. §§ 6901 et seq., as amended, the Clean Air Act (“ CAA ”), 42 U.S.C. §§ 7401 et seq., as amended, the Clean Water Act (“ CWA ”), 33 U.S.C. §§ 1251 et seq., as amended the Occupational Safety and Health Act (“ OSHA ”), 29 U.S.C. §§ 655 et seq. as amended, and SWDA.

“ 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 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 written contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed 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 (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 reasonably expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (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; (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; (g) the incurrence by a Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by a Loan Party or any ERISA Affiliate of any written notice, or the receipt by any Multiemployer Plan from a Loan Party or any ERISA Affiliate of any written 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.

“ 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.


		16		Blue Bird Body Company Credit Agreement

“ 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.

“ 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 and its 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 in such period;

(vi) cash receipts in respect of Swap Agreements during such period to the extent not otherwise included in Consolidated Net Income; and

(vii) cash receipts in respect of long-term assets (other than relating to property, plant and equipment) and pension and post-employment benefit costs and expenses in excess of the amounts actually paid in cash in respect thereof to the extent not otherwise included in determining Consolidated Net Income;

less :


		17		Blue Bird Body Company Credit Agreement

(b) the sum, without duplication and to the extent not otherwise deducted in the determination of Consolidated Net Income, of:

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

(ii) the aggregate amount of all scheduled and mandatory principal payments, purchases or other retirements of Indebtedness of the Borrower and its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any repayment of Term Loans pursuant to Section 2.10(a) and (C) 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 “Term Loan 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 (to the extent there is not an equivalent permanent reduction in commitments thereunder) 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), in each case except to the extent financed with the proceeds of other Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries 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,

(iii) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and its 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,

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

(v) the amount of Investments made during such period in respect of Permitted Acquisitions pursuant to Section 6.04(g) and Investments permitted under Sections 6.04(j), (m) and (w) to the extent that such Investments were financed with internally generated cash flow of Holdings and its Restricted Subsidiaries,

(vi) the amount of dividends paid and other Restricted Payments made during such period pursuant to Sections 6.06(a)(iv), 6.06(a)(v)(B), 6.06(a)(v)(C) and 6.06(a)(v)(E) to the extent such dividends or other Restricted Payments were financed with internally generated cash flow of Holdings and its Restricted Subsidiaries,

(vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its 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)(ii) above,

(viii) fees and expenses incurred in connection with any amendments or waivers to the Loan Documents and paid in cash,

(ix) transaction fees in respect of Permitted Acquisitions or other Investments which were not consummated, to the extent not reimbursed by a third party,


		18		Blue Bird Body Company Credit Agreement

(x) purchase price and post-closing adjustments, earn-out payments and similar payments paid in connection with any Permitted Acquisition or other similar Investment,

(xi) cash payments in respect of long-term liabilities (other than Indebtedness) and amounts actually paid in cash in respect of pension and post-employment benefit costs in excess of the amounts expensed, and

(xii) 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.

“ 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, (b) any CFC, (c) any Domestic Subsidiary of Holdings, the Borrower or any Restricted Subsidiary that is a Subsidiary of a CFC, (d) any Subsidiary of Holdings, the Borrower or any Restricted Subsidiary that is a Disqualified Domestic Subsidiary, (e) any Subsidiary of Holdings, the Borrower or any Restricted Subsidiary that is prohibited by applicable law, rule or regulation or, to the extent existing on the Effective Date or on the date such Person becomes a Subsidiary of a Loan Party, by any contractual obligation not created or entered into in contemplation of the Transactions or of such Person becoming a Subsidiary of a Loan Party, from guaranteeing the Loan Document Obligations or which would require the consent, approval, license or authorization of a Governmental Authority to guarantee the Loan Document Obligations (unless such consent, approval, license or authorization has been received), (f) any Immaterial Subsidiary, (g) any Unrestricted Subsidiary and (h) any Person in respect of which Borrower and Administrative Agent reasonably agree that the cost or other consequence of providing a guarantee of the Loan Document Obligations is excessive in relation to the value to the Lenders afforded thereby. Notwithstanding the foregoing, the Borrower in its sole discretion may cause any Excluded Subsidiary to become a Guarantor provided that no violation of any law, regulation or order of any Governmental Authority would result therefrom. Notwithstanding the foregoing and for the avoidance of doubt, no direct or indirect Wholly Owned Subsidiary of Holdings or the Borrower existing on the Effective Date shall be deemed to be an Excluded Subsidiary other than to the extent constituting an Immaterial 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, (a) Taxes measured by or imposed on such recipient’s net or overall gross income or profits (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 solely 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(e), (d) any U.S. federal withholding Taxes imposed under FATCA or (ii) election under Section 1471(b)(3) of the Code 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


		19		Blue Bird Body Company Credit Agreement

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).

“ Facilities ” shall mean the Term Facility and the Revolving Facility.

“ 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 that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements pursuant to any of the foregoing.

“ 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.

“ 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 Section 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 and intercompany debt 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 and its 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.


		20		Blue Bird Body Company Credit Agreement

“ 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 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, the Borrower and the Administrative Agent, substantially in the form of Exhibit B.

“ Guarantor ” means each of Holdings, each Intermediate Parent and each Subsidiary Loan Party (other than any Excluded Subsidiary).

“ Hazardous Materials ” means all explosive, radioactive, hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum by-products or distillates, friable or damaged asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature which are regulated as hazardous or toxic, or any other term of similar import, pursuant to any Environmental Law.

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

“ 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 $60,000,000, less the amount of any Indebtedness incurred pursuant to Section 6.01(a)(viii).


		21		Blue Bird Body Company Credit Agreement

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

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

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

“ Incremental Revolving Lender ” means, at any time, any bank or other financial institution that agrees to provide any portion of any Revolving Commitment Increase pursuant to an Incremental Revolving Facility Amendment in accordance with Section 2.20; provided that each Incremental 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 Incremental Revolving Lender will provide a Revolving Commitment Increase, 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 Incremental Revolving Lender.

“ Incremental Term Lender ” means, at any time, any bank or other financial institution that agrees to provide any portion of any Term Commitment Increase pursuant to an Incremental Term Facility Amendment in accordance with Section 2.20; provided that (i) each Incremental 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 Incremental Term Lender who is an Affiliated Lender shall be subject to the restrictions and other provisions of Section 9.04(f).

“ 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 Effective 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, (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 issued or assumed as the deferred purchase price of property or services (excluding (i) trade accounts payable or similar obligations to a trade creditor incurred 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) accruals for payroll and 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, (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


		22		Blue Bird Body Company Credit Agreement

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. 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.

“ 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.

“ Intercompany Note ” means an intercompany and subordination note in substantially the form of Exhibit F hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent.

“ 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 at intervals of three months’ duration after the first day of such Interest Period.

“ 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 (and, solely to the extent provided in Section 2.07, one week) thereafter as selected by the Borrower in its Borrowing Request (or, if agreed to by each Lender participating therein, twelve months or such other period less than one month thereafter as the Borrower may elect); 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 next 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


		23		Blue Bird Body Company Credit Agreement

(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.

“ Intermediate Parent ” means (a) Peach County Holdings, Inc., a Delaware corporation and a direct Subsidiary of Holdings, (b) Blue Bird Corporation, a Delaware corporation and direct Subsidiary of Peach County Holdings, Inc., and (c) any other Wholly Owned Subsidiary of Holdings and of which the Borrower is a Subsidiary.

“ 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 or Cash Equivalents as a repayment of principal or a return of capital and of any payments or other amounts 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.

“ IRS ” means the United States Internal Revenue Service.


		24		Blue Bird Body Company Credit Agreement

“ 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) Société Générale 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) or Section 8.06(b)), 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 or subordinated Indebtedness incurred under Sections 6.01(a)(vii), 6.01(a)(viii), 6.01(a)(xi), 6.01(a)(xii) or 6.01(a)(xvi) and (b) any Permitted Refinancing thereof.

“ 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.

“ 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 SG Americas Securities, LLC, Macquarie Capital (USA) Inc. and Fifth Third Bank in their respective capacities as Joint Lead Arrangers and Joint 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 or Revolving Commitment Increase, 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 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 $15,000,000. The Letter of Credit Sublimit is part of and not in addition to the aggregate Revolving Commitments.


		25		Blue Bird Body Company Credit Agreement

“ 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 (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided, that in no event shall an operating lease or an agreement to sell, or the license or sublicense of Intellectual Property in the ordinary course of business, be deemed to constitute a mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest.

“ Limited Conditions Acquisition ” means a Permitted Acquisition that is being funded with the proceeds of Incremental Term Loans, Incremental Term Commitments or Indebtedness incurred pursuant to Section 6.01(a)(viii).

“ 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) the Guarantee Agreement, (iii) the Collateral Agreement, (iv) the other Security Documents, (v) except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.09(e), (vi) any fee letters entered into by and among Holdings or any other the Loan Party and the Lead Arrangers and/or the Administrative Agent and (vii) 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, each Intermediate Parent, 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


		26		Blue Bird Body Company Credit Agreement

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 a material adverse effect (i) on the properties, business, operations, or financial condition of Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries, taken as a whole, (ii) a material impairment of the ability of any Loan Party to perform its material obligations under any Loan Document or (iii) a material adverse effect on the legality, validity, binding effect or enforceability of a Loan Document or on the rights and remedies of the Administrative Agent, the Issuing Bank, any Lender under any Loan Document.

“ Material Indebtedness ” means Indebtedness (other than the Loan Document Obligations) of any one or more of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $15,000,000 (or, in the case of obligations in respect of one or more Swap Agreements, $5,000,000). 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, any Intermediate Parent, 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 of the Borrower 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 and its 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 and its 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 and its Restricted Subsidiaries in the aggregate.

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

“ Micro Bird ” means Micro Bird Holdings, Inc., a Canadian corporation.

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

“ Mortgage ” means a mortgage, deed of trust, deed to secured debt 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.


		27		Blue Bird Body Company Credit Agreement

“ 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 Cash Equivalents, including (i) any cash or Cash Equivalents 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 Cash Equivalents, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments received in respect thereof in cash or Cash Equivalents, minus (b) the sum of (i) all reasonable and customary fees and out-of-pocket expenses paid by Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries in connection with such event (including reasonable attorney’s fees, investment banking fees, underwriting discounts and commissions and 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, any Intermediate Parent, the Borrower and the Restricted Subsidiaries as a result of such event to repay Indebtedness (other than the Loans) 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, any Intermediate Parent, 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, any Intermediate Parent, the Borrower or any Restricted Subsidiary, (iii) the amount of all Taxes paid (or reasonably estimated to be payable), and the amount of any reserves established by Holdings, any Intermediate Parent, 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 Term Loan 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 and all non-cash charges resulting from purchase accounting adjustments, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of acquisition method accounting, (e) the non-cash impact of accounting changes or restatements and (f) 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).


		28		Blue Bird Body Company Credit Agreement

“ Non-Loan Party Investment Amount ” means, at any time, $10,000,000 in the aggregate.

“ 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 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).

“ Partial Dividend Payment ” has the meaning assigned to such term in Section 6.06(a)(iii).

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

“ 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 substantially all of the Equity Interests in (or, in the case of Micro Bird, all or a portion of the Equity Interests thereof), 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) in the case of any purchase or other acquisition of Equity Interests in a Person, such Person, upon the consummation of such acquisition, will be a Restricted Subsidiary (including as a result of a merger, amalgamation or consolidation between any Restricted Subsidiary and such Person), (b) all transactions related thereto are consummated in accordance in all material respects with all Requirements of Law and, in the case of any acquisition of a Person and to the extent required, the Board of Directors of such acquired Person or its selling equity-holders shall have approved such purchase or other acquisition, (c) the business of such Person, or such assets, as the case may be,


		29		Blue Bird Body Company Credit Agreement

constitute a business permitted by Section 6.03(b), (d) with respect to each such purchase or other acquisition, all actions, if any, required to be taken with respect to such newly created or acquired Restricted Subsidiary (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), (e) after giving effect to any such purchase or other acquisition, (A) at the time that the main transaction agreement governing such Permitted Acquisition or Investment is executed and delivered and at the time of consummation of such Permitted Acquisition, no Event of Default shall have occurred and be continuing ( provided , that, solely in the case of a Limited Conditions Acquisition, at the time that the main transaction agreement governing such Permitted Acquisition or Investment is executed and delivered, no Event of Default shall have occurred and be continuing and at the time of consummation of such Limited Conditions Acquisition, no Event of Default under Sections 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom) and (B) the Borrower shall be in pro forma compliance with the Financial Performance Covenant ( provided , that, solely in the case of a Limited Conditions Acquisition, the Borrower shall be in pro forma compliance with the Financial Performance Covenant at the time that the principal transaction agreement governing such Permitted Acquisition or Investment is executed and delivered) and (f) the Borrower shall have delivered to the Administrative Agent (1) to the extent available, audited and unaudited financial statements for any Person (or division or business line acquired in any such acquisition) for the last fiscal year of such Person (or division or business line), audited or reviewed by independent certified public accountants, (2) a certificate of a Financial Officer certifying that all the requirements set forth in this definition have been satisfied with respect to such purchase or other acquisition, together with reasonably detailed calculations demonstrating satisfaction of the requirement set forth in clause (e)(B) above, and (3) if obtained by or on behalf of any Loan Party and in any event for acquisitions of a Person or business whose Consolidated EBITDA (calculated in a manner consistent with the calculation of Consolidated EBITDA), after giving Pro Forma Effect to such acquisition (other than the acquisition of the any additional Equity Interests in Micro Bird), constitutes (when combined with any pro forma adjustments as described in clause (ii) of the definition of “Pro Forma Basis”) more than $7,500,000, a quality of earnings report from a third party firm; provided , that notwithstanding anything herein to the contrary, (x) the total purchase consideration payable in respect to all Permitted Acquisitions (including deferred payment obligations) plus (y) any Indebtedness assumed in connection with such Permitted Acquisitions and permitted pursuant to Section 6.01(a)(vii) shall not at any time exceed an aggregate total amount of $40,000,000.

“ Permitted Encumbrances ” means:

(a) Liens for Taxes or assessments that are not yet overdue for a period of more than 30 days 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 (exclusive of obligations for the payment of borrowed money) 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 (exclusive of obligations for the payment of borrowed money) (i) in connection with workers’ compensation,


		30		Blue Bird Body Company Credit Agreement

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, any Intermediate Parent, 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 (exclusive of obligations for the payment of borrowed money);

(e) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions, covenants, conditions, land use limitations and other similar charges or encumbrances and title defects affecting real property, in each case whether now or hereafter in existence, that, (i) do not, in the aggregate, in any case materially and adversely interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole or (ii) are disclosed in any title insurance policy (or marked commitment) or any related survey thereto accepted by the Administrative Agent;

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

(g) 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;

(h) 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; and

(i) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection (B) in favor of a banking institution arising in the ordinary course of business encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry.

“ Permitted Factoring Facility ” means factoring arrangements created under any Permitted Factoring Facility Documents providing for the sale by the Borrower and/or one or more other Receivables Sellers of Permitted Factoring Facility Assets pursuant to the Permitted Factoring Facility Documents, in each case, as more fully set forth in the Permitted Factoring Facility Documents, and which Permitted Factoring Facility shall (x) be on a strictly non-recourse basis to the Borrower and its Restricted Subsidiaries and (y) provide for purchase consideration of not less than 95% of the invoiced amount of the Receivables comprising such Permitted Factoring Facility Assets.

“ Permitted Factoring Facility Assets ” means Receivables (whether now existing or arising in the future) of the Borrower and its Restricted Subsidiaries which are sold pursuant to a Permitted Factoring Facility and all proceeds thereof.

“ Permitted Factoring Facility Documents ” means each of the documents and agreements entered into in connection with any Permitted Factoring Facility all of which documents and agreements shall be in form and substance reasonably satisfactory to the Administrative Agent, in each case as such


		31		Blue Bird Body Company Credit Agreement

documents and agreements may be amended, modified, supplemented or replaced from time to time so long as (a) any such amendments, modifications, supplements or replacements do not impose any conditions or requirements on the Borrower or any of its Restricted Subsidiaries that are more restrictive in any material respect than those in existence immediately prior to any such amendment, modification, supplement or replacement and (b) any such amendments, modifications, supplements or replacements are not adverse in any way to the interests of the Lenders, or are otherwise reasonably satisfactory to the Administrative Agent.

“ 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) no Event of Default shall have occurred and be continuing or would result therefrom, (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, (e) the terms and conditions applicable to such Permitted Refinancing (including as to collateral), when taken as a whole, shall be comparable to, or not materially less favorable to the Borrower than, either, (x) the terms and conditions of the Indebtedness being so modified, refinanced, refunded, renewed or extended or (y) the prevailing market terms and conditions applicable to similar Indebtedness for similarly-situated issuers (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred), and (f) 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.

“ 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.

“ primary obligor ” has the meaning assigned to such term in the definition of “Guarantee.”


		32		Blue Bird Body Company Credit Agreement

“ Prime Rate ” means the rate of interest per annum determined from time to time by Société Générale (or any successor to Société Générale 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 any financial calculation or compliance with any test or covenant hereunder, performing such calculation or compliance with such test or covenant after giving effect to any Specified Transaction and after giving effect to (i) pro forma adjustments arising out of actions which are directly attributable to a proposed Specified Transaction, that are factually supportable and are expected to have a continuing impact and (ii) such other adjustments, synergies and cost savings as are projected by Holdings or the Borrower in good faith to result from actions taken or expected to be taken (in the good faith determination of Holdings or the Borrower, in each case as certified by the chief financial officer thereof in reasonable detail) within twelve months after the date any such transaction is consummated, which adjustments shall not exceed, together any with such items identified in clause (i)(J) of the definition of “Consolidated EBITDA”, without duplication, more than $7,500,000 in the aggregate for any Test Period. Such calculation or determination of such compliance shall be made using the available historical financial statements of all entities or assets so acquired or sold and the consolidated financial statements of Holdings and its Subsidiaries, and such calculations shall be made as if such Specified Transaction had been consummated at the beginning of the applicable Test Period and any Indebtedness or other liabilities to be incurred or repaid in connection therewith had been incurred or repaid at the beginning of such Test Period (and assuming that any Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to such Indebtedness incurred during such period).

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

“ Projections ” means the financial projections of Holdings with respect to Holdings and its Restricted Subsidiaries dated as of May 1, 2014 covering fiscal years 2014 through 2018 and delivered to the Lead Arrangers prior to the Effective Date.

“ 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.

“ Qualified IPO ” means (i) the issuance by the Borrower or any direct or indirect parent of the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) the acquisition of Holdings or any direct or indirect parent of Holdings by a special purpose acquisition vehicle so long as, if Holdings is the acquired entity, Holdings is the ultimate surviving entity.

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


		33		Blue Bird Body Company Credit Agreement

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

“ Receivables ” means all accounts receivable created by or arising from sales or leases of buses and/or related equipment and parts.

“ Receivables Sellers ” means the Borrower and those Subsidiaries of the Borrower that are from time to time party to the Permitted Factoring Facility Documents.

“ Refinancing ” means the repayment of all the existing third party Indebtedness for borrowed money of Holdings, the Borrower and its Restricted 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, any Intermediate Parent, the Borrower and its Restricted Subsidiaries other than Liens permitted pursuant to Section 6.02.

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

“ 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, disposal, discharge or leaching into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata).

“ Repricing Transaction ” has the meaning assigned to such term in Section 2.23.

“ 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.

“ Requirements of Law ” means, with respect to any Person, any statutes, laws, treaties, rules, regulations, orders, decrees, writs, injunctions or determinations of any arbitrator or 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 Financial Officer ” means the chief financial officer or chief accounting officer or other officer with equivalent duties, of the Borrower.

“ 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, and as to any document delivered on the Effective Date or thereafter pursuant to paragraph (a)(i) of the definition of the term “Collateral and Guarantee Requirement,” any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


		34		Blue Bird Body Company Credit Agreement

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings, any Intermediate Parent, 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, any Intermediate Parent, the Borrower or any Restricted Subsidiary or any option, warrant or other right to acquire any such Equity Interests in Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary.

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

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

“ Revolving Availability Period ” means the period starting one day following the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments; provided that, notwithstanding the foregoing, the Revolving Facility shall be available on the Effective Date for issuance of replacement or backstop Letters of Credit required pursuant to the Refinancing.

“ 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 assignments by or to such Lender pursuant to an Assignment and Assumption. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption 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 $60,000,000.

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

“ 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 1.02.

“ Revolving Maturity Date ” means the fifth anniversary of the Effective Date.

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


		35		Blue Bird Body Company Credit Agreement

“ 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, any Intermediate Parent, 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, any Intermediate Parent, 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 with the Borrower or any Restricted Subsidiary 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 Arrangers, (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, any Intermediate Parent, 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 Lead Arranger, Lender or an Affiliate thereof as of the Effective Date or (c) is with a counterparty that was a Lead Arranger, Lender or an Affiliate thereof 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 Mortgages and each other security agreement or pledge agreement executed and delivered pursuant to the Collateral and Guarantee Requirement or Section 5.11 or 5.12 to secure any of the Secured Obligations.

“ 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.


		36		Blue Bird Body Company Credit Agreement

“ 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).

“ Solvency Certificate ” means a certificate from the chief financial officer of the Borrower, substantially in the form of Exhibit E-2.

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

“ Special Dividend Payment ” has the meaning assigned to such term in Section 6.06(a)(iii).

“ 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 and warranties with respect to Holdings and the Borrower as set forth in Sections 3.01, 3.02, 3.03, 3.07, 3.08, 3.14, 3.15, 3.16 and 3.18.

“ Specified Transaction ” means, with respect to any period, (i) any purchase or other acquisition, by merger or otherwise, by Holdings or any Restricted Subsidiary of all (or remaining portion not owned by Holdings or any Restricted Subsidiary) 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 of Holdings or any division, product line, or facility used for operations of Holdings, the Borrower or any of its 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”.


		37		Blue Bird Body Company Credit Agreement

“ Sponsors ” means, collectively, (a) Cerberus Capital Management L.P. and its Control Investment Affiliates and (b) Oak Hill Advisors, L.P. and its Control Investment Affiliates; and “Sponsor” means each of them, individually.

“ 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.

“ 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 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.

“ Subsidiary ” means any subsidiary of Holdings, or, as the context requires, the Borrower.

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

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

“ SWDA ” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.), as amended.

“ 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, any Intermediate Parent, the Borrower or the other Restricted Subsidiaries shall be a Swap Agreement.


		38		Blue Bird Body Company Credit 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) Société Générale, 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.

“ 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.

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

“ 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 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 $235,000,000.

“ 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 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 or Casualty Event of) of any property or asset of Holdings or any of its Restricted Subsidiaries permitted by Sections 6.05(i), (k) or (o) or to the extent not permitted pursuant to Section 6.05, to the extent the aggregate amount of such Net Proceeds of any such sales, transfers or other dispositions exceeds (1) $50,000 per disposition (whether in a single transaction or series of related transactions) and to the extent such dispositions exceed $250,000 in the aggregate in any fiscal year and (2) $5,000,000 in the aggregate at any time; or

(b) the incurrence by Holdings or any of its Restricted Subsidiaries of any Indebtedness, other than Indebtedness permitted under Section 6.01 or permitted by the Required Lenders pursuant to Section 9.02.


		39		Blue Bird Body Company Credit Agreement

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

“ Term Maturity Date ” means the sixth anniversary of the Effective Date.

“ 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.

“ Transaction Costs ” means all fees, costs and expenses incurred or payable by Holdings, the Borrower or any other Restricted Subsidiary in connection with the Transactions.

“ Transactions ” means (a) the Financing Transactions, (b) the Refinancing, (c) the Special Dividend and (c) 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.

“ United States Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.17(e)(ii)(C).

“ 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 under Sections 7.01(a), (b), (h) or (i) or an Event of 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 set forth in Section 6.10, (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its 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 under Sections 7.01(a), (b), (h) or (i) or an Event of Default has occurred and is continuing or would result therefrom and (B) immediately after giving effect to such Subsidiary Redesignation, the Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant set forth in Section 6.10; 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.

“ 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


		40		Blue Bird Body Company Credit Agreement

(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.

“ Wholly Owned Subsidiary ” means, with respect to any Person at any date, a 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 (and is not concurrently being) 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, 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 Cash Equivalents in any “net debt” determinations relating to the incurrence thereof.


		41		Blue Bird Body Company Credit Agreement

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 Lenders); 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. 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 Refinancing 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 Section 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 Section 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.


		42		Blue Bird Body Company Credit Agreement

SECTION 1.08 Pro Forma Calculations . Notwithstanding anything to the contrary herein, for the purposes of calculating the Total Net Leverage Ratio, 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 be calculated on a Pro Forma Basis; provided , that for purposes of calculating the Financial Performance Covenant pursuant to Section 6.10, any Specified Transactions that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect.

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 severally 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 ”). 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


		43		Blue Bird Body Company Credit Agreement

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 six (6) 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 written notice) (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three (3) 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 12:00 p.m., New York City time, one Business Day before 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 1:00 p.m., New York City time, on the Business Day 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 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, 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. 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.


		44		Blue Bird Body Company Credit Agreement

SECTION 2.04 Swing Line Loans .

(a) Subject to the terms and conditions set forth herein (including Section 2.21), 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 then in effect; 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 2.21(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 Swingline Lender of such request (i) by telephone (confirmed in writing), not later than 2:00 p.m., New York City time or (ii) by facsimile or other electronic transmission (confirmed by telephone), not later than 2:00 p.m., 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 (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis , to the


		45		Blue Bird Body Company Credit Agreement

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 (5th) 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.


		46		Blue Bird Body Company Credit Agreement

SECTION 2.05 Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein (including Section 2.21), 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 of the Borrower 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 (5th) 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, Auto-Extension, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, auto-extension 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 (5) Business Days before the requested date of issuance, auto-extension, amendment or extension or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree) a notice (substantially in the form of Exhibit I-2 hereto) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, auto-extended or extended, and specifying the date of issuance, auto-extension, amendment 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, auto-extend 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, auto-extended or extended only if (and upon issuance, auto-extension, amendment or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, auto-extension, amendment 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 then in effect 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 $500,000, in the case of a commercial Letter of Credit, or $100,000, 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 2.21(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered into


		47		Blue Bird Body Company Credit Agreement

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, auto-extension, amendment 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 (or such longer period if agreed by the Issuing Bank in its sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, twelve months (or such longer period if agreed by the Issuing Bank in its sole discretion) after such extension) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date (except to the extent cash collateralized or backstopped not later than the date that is five (5) Business Days prior to the Revolving Maturity Date pursuant to an arrangement reasonably acceptable to the Issuing Bank); 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 auto-extended automatically for additional consecutive periods of twelve months (or such longer period if agreed by the Issuing Bank in its sole discretion) or less (but not beyond the date that is five (5) 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 sends written notice to the beneficiary via courier 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 extended. If the Borrower decides not to automatically extend 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-extension.

(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 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 2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives notice of


		48		Blue Bird Body Company Credit Agreement

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,


		49		Blue Bird Body Company Credit Agreement

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, 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 2.21(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 Cash Equivalents, 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


		50		Blue Bird Body Company Credit Agreement

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) Resignation or Termination of an Issuing Bank . Any Issuing Bank may resign as a Letter of Credit Issuer upon thirty (30) days’ prior written notice to the Administrative Agent, the applicable Revolving Lenders and the Borrower. In addition, 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 by the Borrower shall become effective upon the earlier of (i) such Issuing Bank’s acknowledging receipt of such notice and (ii) the fifth (5th) 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 or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the terminated or retiring Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination or resignation, the terminated or retiring 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 or resignation, but shall not issue any additional Letters of Credit (or amend, renew or extend existing 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, auto-extensions, amendments, 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 auto-extension or extension, and the face amount of the Letters of Credit issued, amended, auto-extended or extended by it and outstanding after giving effect


		51		Blue Bird Body Company Credit Agreement

to such issuance, amendment auto-extension 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.


		52		Blue Bird Body Company Credit Agreement

(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.


		53		Blue Bird Body Company Credit Agreement

(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 and (ii) 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 (3) 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 or postponed 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. The Borrower may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

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


		54		Blue Bird Body Company Credit Agreement

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 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
January 3, 2015		$2,937,500
April 4, 2015		$2,937,500
July 4, 2015		$2,937,500
October 3, 2015		$2,937,500
January 2, 2016		$2,937,500


		55		Blue Bird Body Company Credit Agreement


Date		Amount
April 2, 2016		$2,937,500
July 2, 2016		$2,937,500
October 1, 2016		$2,937,500
December 31, 2016		$2,937,500
April 1, 2017		$2,937,500
July 1, 2017		$2,937,500
September 30, 2017		$2,937,500
December 30, 2017		$2,937,500
March 31, 2018		$2,937,500
June 30, 2018		$2,937,500
September 29, 2018		$2,937,500
December 29, 2018		$2,937,500
March 30, 2019		$2,937,500
June 29, 2019		$2,937,500
September 28, 2019		$2,937,500
January 4, 2020		$2,937,500
April 4, 2020		$2,937,500
Term Maturity Date		All unpaid principal of the Term Loans

; provided that if with respect to the Term Maturity Date, such date is not a Business Day, such payment shall be due on the next preceding Business Day.

(b) To the extent not previously paid, all Term Loans shall be due and payable on the Term Maturity Date.


		56		Blue Bird Body Company Credit Agreement

(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 each Class to be made pursuant to this Section as directed by the Borrower (and absent such direction in direct order of maturity); provided that the Borrower may not designate that any Loans of any Class to be offered for repayment under Section 2.11(a)(i) unless such repayment is accompanied by at least a pro rata repayment of all Term Loans and (ii) pursuant to Sections 2.11(c) or 2.11(e) shall be applied to the quarterly installments of subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section on a pro rata basis, and across each Class of Term Loans on a pro rata basis.

(d) Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Subject to Section 2.13(d), 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 2.23), 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 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) 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 five (5) 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


		57		Blue Bird Body Company Credit Agreement

Prepayment Amount shall be in an aggregate principal 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 fifth (5th) 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) 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 five (5) 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


		58		Blue Bird Body Company Credit Agreement

“ 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 fifth (5th) 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


		59		Blue Bird Body Company Credit Agreement

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) 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 five (5) 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 fifth (5th) 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 largest of the Offered Discounts specified by the relevant


		60		Blue Bird Body Company Credit Agreement

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 (3rd) 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).


		61		Blue Bird Body Company Credit Agreement

(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 immediately available funds not later than 12:00 noon (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, and such Term Loans so prepaid shall be automatically cancelled. 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).


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(b) In the event and on each occasion that (i) the aggregate Revolving Exposures exceeds the Revolving Commitment then in effect 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, and thereafter deposit cash collateral in an account with the Administrative Agent 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, any Intermediate Parent, the Borrower or any of its Restricted Subsidiaries in respect of any Term Loan Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Proceeds are received (or, in the case of a Term Loan Prepayment Event described in clause (b) of the definition of the term “Term Loan Prepayment Event,” on the date of such Term Loan Prepayment Event), prepay Term Borrowings and Incremental Term 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 “Term Loan Prepayment Event”, if Holdings and its Restricted Subsidiaries 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 (and, other than in the case of Net Proceeds from Casualty or similar events referred to in clause (z) of such clause (a), 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 by the end of such 12-month period, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested; and provided , further , that if a binding commitment to reinvest such Net Proceeds described in the immediately preceding proviso is entered into within 12 months after receipt thereof, the 12-month reinvestment period permitted with respect to such Net Proceeds under the immediately preceding proviso shall be extended an additional one hundred eighty (180) days from the end of such 12-month period, after which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested.

(d) [Reserved].

(e) Following the end of each fiscal year of Holdings, commencing with the fiscal year ending September 30, 2015, the Borrower shall, within ten (10) 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, except to the extent made from the proceeds of long-term Indebtedness, such amount in any fiscal year shall be reduced by the aggregate amount of prepayments of Term Loans and Incremental Term Loans (and, to the extent the Revolving Commitments are reduced in a corresponding amount pursuant to Section 2.08, Revolving Loans) made pursuant to Section 2.11(a) prior to the date of such prepayment.

(f) 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 (h) 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


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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 pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. 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; provided that the Borrower may not designate that any Loans of any Class be so prepaid unless such prepayment is accompanied by at least a pro rata offer to purchase Term Loans. 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 apply such amounts to any outstanding ABR Borrowings prior to applying such amounts to any outstanding Eurodollar Borrowing.

(g) 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 pursuant to Section 2.11(a)(i), 2.11(c) and 2.11(e) hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, 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 12:00 noon, 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, 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.

(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 (e) (other than mandatory prepayments pursuant to clause (b) of the definition of Term Loan Prepayment Event) by delivering notice to the Administrative Agent of such election within seven (7) Business Days of receiving notice of any such prepayment, in which case such declined proceeds 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 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.

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


		64		Blue Bird Body Company Credit Agreement

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. 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; provided that any such fees accrued from the Effective Date through the end of the first full fiscal quarter following the Effective Date shall be payable on the first Business Day following the last day of such full quarter. 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 the greater of $500 and 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 or extension of any Letter of Credit or processing and administration of such Letters of Credit. 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 between the Borrower and the Administrative Agent.

(d) Notwithstanding the foregoing, and subject to Section 2.21, 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.


		65		Blue Bird Body Company Credit Agreement

(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 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; provided , that (x) no amount shall be payable pursuant to this Section 2.13(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (y) no amounts shall accrue pursuant to this Section 2.13(c) on any amount, reimbursement obligation in respect of any LC Disbursement or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(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 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.


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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);

(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; or

(iii) subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document, (B) Taxes described in clauses (c) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

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, Issuing Bank or Administrative Agent 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, Issuing Bank or Administrative Agent 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, Issuing Bank or Administrative Agent, 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 or 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 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 would 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, an Issuing Bank or Administrative Agent setting forth the amount or amounts necessary to compensate such Lender, Issuing Bank or Administrative Agent 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 presumptively correct 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 15 days after receipt thereof.


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(d) Failure or delay on the part of any Lender, Issuing Bank or Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s or Administrative Agent’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender, Issuing Bank or Administrative Agent pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender, Issuing Bank or Administrative Agent, 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, Issuing Bank’s or Administrative Agent’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 180-day period 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 attributable to such event (other than for lost profits). 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 15 days after receipt of such demand. Notwithstanding the foregoing, this Section 2.16 will not apply to Taxes indemnifiable under Section 2.17, as to which Section 2.17 shall govern, or Excluded Taxes.

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 or withholding 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 or withhold any Taxes from such payments, then (i) the Borrower or the Administrative Agent (as the case may be) shall be entitled to make such deductions or withholding, (ii) 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 and (iii) if such Taxes are Indemnified Taxes, the amount payable by the applicable Loan Party shall be increased as necessary so that after all required deductions or withholdings 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 or withholdings been made.


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(b) Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay 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 30 days after written demand therefor, for the full amount of any Indemnified 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 in reasonable detail the basis and calculation of 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) As soon as practicable after any payment of Indemnified Taxes or Other 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.

(e) 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 two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(i), (ii) and (iv) 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 or commercial 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 originals of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding.


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(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 originals of IRS Form W-8BEN (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 originals 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 and (y) two properly completed and duly signed originals of IRS Form W-8BEN (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, 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) 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.

(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 Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations


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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.

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.

(f) If the Administrative Agent, an Issuing Bank or a Lender determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes or Other 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 Indemnified Taxes or Other 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 pursuant to this paragraph (f) (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 (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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).

(g) For purposes of this Section 2.17, the term “Lender” shall include each Issuing Bank and the Swingline Lender.

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


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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) 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 , toward the payment of any fees, indemnities or expense reimbursements then due to the Administrative Agent, (ii) second , toward the payment of any fees, indemnities or expense reimbursements then due to the Issuing Banks and Lenders, ratably, (iii) third , towards payment of interest then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest then due to such parties, and (iv) fourth , 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, 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


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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.

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 2.22, then such Lender shall 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 2.22, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or regulatory respect to, such Lender.

(b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.22, (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 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 amount payable


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pursuant to Section 2.23, (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 2.22, 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 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 Incremental Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) the conditions set forth in Section 4.02 shall be satisfied, (B) the Borrower shall be in compliance on a Pro Forma Basis (before and after giving effect to any such Revolving Commitment Increase and assuming that such Revolving Commitment Increase is fully drawn) with a Total Net Leverage Ratio not to exceed 2.75 to 1.00, as of the last day of the most recently ended Test Period (with any proceeds of any Incremental Revolving Increase and any Cure Amounts to be excluded for purposes of the cash component of the Total Net Leverage Ratio), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above and (D) such Revolving Commitment Increase shall be on the same terms (other than any upfront fees) governing the Revolving Commitments pursuant to this Agreement. 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 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 than $5,000,000 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 Incremental Term Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) the conditions set forth in Section 4.02 shall be satisfied; provided , further , that if the proceeds of such Incremental Term Loans are being used to finance a Permitted Acquisition or similar Investment, (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


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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) at the time of consummation and after giving Pro Forma Effect thereto or (i) immediately prior to and after giving effect to the incurrence of such Incremental Term Loans, (B) the Total Net Leverage Ratio, calculated on a Pro Forma Basis before and after giving effect to any Incremental Term Loans made pursuant to such Term Commitment Increase as of the last day of the most recently ended Test Period, shall not exceed 2.75 to 1.00 (with any proceeds of any Incremental Term Loans or Cure Amounts to be excluded for purposes of the cash component of the Total Net Leverage Ratio), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Latest Maturity Date then in effect and the Weighted Average Life to Maturity of any term loans incurred pursuant to such Term Commitment Increase shall be no shorter than the Weighted Average Life to Maturity of the Term Loans, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Incremental Term Lenders with the applicable Term Commitment Increases; provided that in the event that the All-In Yield of any Term Commitment Increase effected exceeds the All-In Yield of the existing Term Loans by more than 50 basis points, then the Applicable Rate for the existing Term Loans 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 such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points, and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Incremental Term Lenders with the applicable Term Commitment Increases; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clauses (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. 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 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 than $5,000,000 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 Incremental 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 Incremental 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 Effective 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


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Revolving Facility Effective 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).

(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 Incremental 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 Incremental 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 Effective 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 Effective 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, (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 Incremental Revolving Lender providing a portion of such Revolving Commitment Increase (each a “ Incremental Revolving Lender ”), and each such Incremental Revolving 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 Incremental Revolving 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


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Lenders after giving effect to the Revolving Commitment Increase; provided , however , that upon the occurrence of any Event of Default, each Incremental Revolving 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 Incremental Revolving 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 Incremental Revolving 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 Incremental Revolving Lenders, and transferred by the Administrative Agent to the Revolving Lenders other than the Incremental Revolving Commitment, 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 Incremental 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 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


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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), 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, 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 Revolving Exposure 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


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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 2.21(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 2.22 Illegality . If any Lender 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 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 2.23 Repricing Transactions . If, on or prior to the first anniversary of the Effective Date, (a) there shall occur any amendment, amendment and restatement or other modification of the Loan Documents that has the primary purpose of reducing the All-In Yield then in effect for the Term Loans made pursuant to Section 2.01(a), (b) 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 and its 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 (c) 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 have the primary purpose of reducing the All-In Yield then in effect for the


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Term Loans made pursuant to Section 2.01(a) (any of clause (a), (b) or (c), 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) 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.

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 carry on its business 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, would 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 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 and Third-Party Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except (x) 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 or (y) for consents, approvals, registrations, filings or other actions the failure to make or obtain would not reasonably be expected to be adverse in any material respect to the rights of the Administrative Agent or the Lenders, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, Holdings, any Intermediate Parent, 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 thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder except (in the case of each of clauses (b)(ii) and (c) to the extent that such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect 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 Liens created under the Loan Documents or constituting Permitted Encumbrances.


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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 Holdings and its subsidiaries 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 balance sheet of Holdings dated March 29, 2014 and the related consolidated statements of earnings and cash flows of Holdings for the twelve-month period ended March 29, 2014 (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 Holdings 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 and its Restricted Subsidiaries as at September 28, 2013, and the related consolidated pro forma statement of earnings of Holdings and its 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 (excluding the impact of purchase accounting effects required by GAAP) 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 and its Restricted Subsidiaries as at September 28, 2013, 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 September 28, 2013, 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, 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 minor 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.

(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 with a fair market value exceeding $2,000,000.

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 or affecting Holdings, the Borrower or any Restricted Subsidiary that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


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(b) Except as would 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

SECTION 3.07 Compliance with Laws and Agreements . Each of Holdings and its 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 (b) and (c) of this Section, where the failure to do so, individually or in the aggregate, would 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” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended from time to time.

SECTION 3.09 Taxes . Holdings, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all material Tax returns and reports required to have been filed and (b) have paid or caused to be paid all material Taxes required to have been paid (whether or not shown on a Tax return) including in their capacity as Tax withholding agents unless such Taxes are being contested in good faith and appropriate proceedings, with provision for appropriate reserves in accordance with GAAP. Neither Holdings nor the Borrower knows of any proposed material tax assessment against Holdings or its Restricted Subsidiaries that is not being actively contested diligently, in good faith and in appropriate proceedings; provided that such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

SECTION 3.10 ERISA; Labor Matters .

(a) Except as would 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 would 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 under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iii) 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 (iv) neither a Loan Party nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA.

(c) As of the Effective Date, there are no collective bargaining agreements covering the employees of Holdings, the Borrower or any of the Restricted Subsidiaries. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, neither any Loan Party nor any Restricted Subsidiary has suffered any strikes, walk-outs, work stoppages or other labor difficulty within the last five years.


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SECTION 3.11 Disclosure; Undisclosed Liabilities .

(a) 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, 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 and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, it being understood that any such projected financial information are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurances can be given that such projections will be realized, and that actual results may vary from projections 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 delivered to the Administrative Agent pursuant to this Agreement, (ii) those incurred in the ordinary course of business and not required to be set forth in the financial statements under GAAP, (iii) those incurred in the ordinary course of business since the date of the most recently delivered balance sheet and consistent with past practice, and (iv) those incurred in connection with the execution of this Agreement.

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 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.

SECTION 3.13 Intellectual Property; Licenses, Etc . Except, in each case, as would 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, technology, software, know-how and other Intellectual Property rights 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 Intellectual Property rights held by any Person except for such infringements, individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any 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, would reasonably be expected to have a Material Adverse Effect.

SECTION 3.14 Solvency . From and after the consummation of the Transactions to occur on the Effective Date and after payment of the Special Dividend (whether paid on the Effective Date or at any time or from time to time following the Effective Date), (a) the fair value of the assets of Holdings and its Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of Holdings and


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its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) Holdings and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured, and (d) Holdings and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this Section 3.14, the amount of any contingent liability at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.

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) To the extent applicable, 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, to the knowledge of Borrower, 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) The use of the proceeds of the Loans and the Letters of Credit will not violate the Trading with the Enemy Act, as amended or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(c) None of Holdings or any of its respective Subsidiaries is (i) (x) a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the AntiTerrorism Order or (y) to the knowledge of the Borrower, subject to any international economic sanction administered or enforced by the Office of Foreign Assets Control, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and Part II.1 of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada), the Special Economic Measures Act (Canada) and the Freezing Assets of Corrupt Foreign Officials Act (Canada) (collectively, the “ Canadian Sanctions Legislation ”) or (ii) engages with any such Person in any dealings or transactions that violate any Requirements of Law.

SECTION 3.17 Use of Proceeds . The proceeds of the Loans have been used and shall be used in accordance with Section 5.10.


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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 the rights of all third Persons (subject to Permitted Encumbrances) 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. No filings or recordings are required in order to perfect the security interests created under any Security Document that are required by the Security Documents to be perfected except for filings or recordings which shall have been made, or for which satisfactory arrangements have been made or which are not yet required to have been made, upon or prior to the execution and delivery thereof.

SECTION 3.19 Insurance . The properties of each Borrower and its Subsidiaries are insured with insurance companies and as specified and required pursuant to Section 5.07.

SECTION 3.20 Status of Holdings and the Intermediate Parent Companies . Each of Holdings and each Intermediate Parent Company is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents), own any material assets (other than, (x) directly or indirectly, the Equity Interests in the Borrower and (y) in the case of Holdings, certain net operating losses) or engage in any operations or business (other than the ownership of the Borrower and its Subsidiaries and activities related to being a Guarantor), except in each case as permitted under Section 6.03(c).

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 (i) Schulte Roth & Zabel LLP, special New York counsel to the Loan Parties and (ii) Smith, Gambrell & Russell, LLP, Georgia counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(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 reasonably 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


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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 (or in the case of clause (y) herein, each relevant Loan Party) approving and authorizing (x) the execution, delivery and performance of Loan Documents to which it is a party and (y) the payment of the Special Dividend, in each case 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 two (2) 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 with respect to (w) account control agreements with respect to pledged accounts, (x) loss payable insurance endorsements, (y) landlord waivers and consents or (z) Mortgages described in clause (e) of the definition of Collateral and Guarantee Requirement 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 5.15 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 and its 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 ( provided that if such endorsement as additional insured cannot be delivered by the Effective Date, such endorsement may be delivered at such later date as is set forth on Schedule 5.15).

(h) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the unaudited consolidated and combined balance sheet of Holdings as at December 28, 2013 and the related consolidated statements of earnings and cash flows of Holdings for each fiscal quarter after December 28, 2013 ended at least 45 days prior to the Effective Date.

(i) The Lead Arrangers shall have received the Pro Forma Financial Statements.

(j) The Refinancing and the payment of the Special Dividend (other than the portion of the Special Dividend to be paid after the Effective Date pursuant to Section 6.06(a)(iii)) shall have been consummated or shall be consummated simultaneously with the initial funding of Loans on the Effective Date.

(k) The Lenders shall have received a Solvency Certificate from a Responsible Financial Officer certifying as to the solvency of the Borrower and its Restricted Subsidiaries on


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a consolidated basis after giving effect to the Transactions and the Special Dividend (or, to the extent the entire Special Dividend is not made on the Effective Date, after giving effect to the portion thereof made on the Effective Date).

(l) The Administrative Agent and the Lead Arrangers shall have received, not later than three (3) Business Days prior to the Effective Date, documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) 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.

(m) The Administrative Agent shall have received evidence reasonably satisfactory to it that, after giving Pro Forma Effect to the portion of the Special Dividend payable on the Effective Date and the other Transactions, the Borrower shall have not less than $15,000,000 of unrestricted available cash and Cash Equivalents on its balance sheet.

SECTION 4.02 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 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 or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing.

(c) In the case of any Borrowing of Revolving Loans or the issuance, amendment or extension of any Letter of Credit, after giving effect to the incurrence of such Revolving Loans or issuance, amendment or extension of such Letter of Credit, as applicable, the aggregate outstanding Revolving Exposures would not exceed the aggregate Revolving Commitments then in effect.

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 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


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Secured Swap Obligations) payable under any Loan Documents 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 105 days after the end of each fiscal year of Holdings, an audited consolidated balance sheet and audited consolidated and consolidating statements of operations and cash flows of Holdings and its Restricted Subsidiaries as of the end of and for such fiscal year, in each case with (x) customary management’s discussion and analysis describing results of operations, setting forth in each case in comparative form the figures for the previous fiscal year and (y) to the extent prepared, accountants’ letter to management, all reported on by PriceWaterhouse Coopers LLP or other independent public accountants of recognized standing without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the Financial Performance Covenant), such consolidated financial statements in each case to 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 Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) with respect to each of the first three fiscal quarters of each fiscal year, on or before the date that is 45 days after the end of each such fiscal quarter, an unaudited consolidated and consolidating balance sheet and unaudited consolidated statements of operations and cash flows of Holdings and its Restricted Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, 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 Restricted 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 (a “ Compliance Certificate ”) (i) certifying as to whether a Default has occurred and is continuing and specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations (1) demonstrating compliance with the Financial Performance Covenant contained in Section 6.10, (2) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of Holdings ending September 30, 2015, of Excess Cash Flow for such fiscal year and (3) updating schedules required to be updated pursuant to Section 5.03(b) below;

(d) not later than 60 days after the commencement of each fiscal year of Holdings, a reasonably detailed consolidated annual budget (including a projected consolidated balance sheet and consolidated statements of projected operations and cash flows and setting forth the material assumptions used for purposes of preparing such budget) for Holdings and its


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Restricted Subsidiaries for the forthcoming fiscal year, quarter by quarter, certified by a Financial Officer as being such officer’s good faith estimate of the financial performance of Holdings and its Subsidiaries during the period covered thereby;

(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 or any of the Restricted Subsidiaries with the SEC or with any national securities exchange, or distributed by Holdings or any of the Restricted Subsidiaries to the holders of its Equity Interests generally, as the case may be;

(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, any Intermediate Parent, the Borrower or any of the 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 this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower delivers or posts such documents, or provides a link thereto to the Administrative Agent in accordance with Section 9.01; provided that upon the Administrative Agent’s reasonable request, the Borrower shall 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 Debtdomain, IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings (or any parent company thereof), any Intermediate Parent or the Borrower or any of their respective securities) (each, a “ Public Lender ”). The Borrower hereby agrees that (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agents and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to Holdings (or any parent thereof), any Intermediate Parent or the Borrower or any of their respective securities for purposes of United States federal securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.01); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent 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 marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) notification of changes in the terms of the Facilities and (3) all information delivered pursuant to Section 5.01(a) and (b), other than any information or other materials delivered in connection with Section 5.01(d), which shall remain and be deemed to be “PRIVATE”. The Borrower acknowledges its understanding that Public Lenders and their firms may be trading in any of the Loan Parties’ respective securities while in possession of the materials, documents and information distributed to them pursuant to the authorizations made herein.


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SECTION 5.02 Notices of Material Events; Other Information . 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 any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against Holdings, any Intermediate Parent, 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), would reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any event that is not a matter of general public knowledge that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and

(d) immediately upon the discovery of any inaccuracy, miscalculation or misstatement contained in any Compliance Certificate or other certificate provided for any period that affects any financial or other calculations, representations or warranties or other statements impacting any provision of this Agreement and any other Loan Document in any materially adverse respect, notice of such inaccuracy, miscalculation or misstatement together with an updated certificate including the corrected information, calculation or statement, as applicable.

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.

SECTION 5.03 Information Regarding Collateral .

(a) Holdings or the Borrower will furnish to the Administrative Agent with five (5) Business Days’ (or such shorter period as reasonably agreed to by the Administrative Agent) prior 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) or (b), 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, 6 and 9 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 of the Borrower 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 (a) its legal existence (including being in good standing in its jurisdiction of organization) and (b) the rights, licenses, permits, privileges, franchises, patents,


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copyrights, trademarks, trade names and contracts material to the conduct of its business, except to the extent that the failure to do so would 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 Taxes, etc . Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay its obligations in respect of all federal Taxes and all other 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.

SECTION 5.06 Maintenance of Properties . Each of Holdings and the 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, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.07 Insurance . Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain insurance respecting each of the Loan Parties’ and their Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses. The Borrower also shall maintain (with respect to each of the Loan Parties and their Subsidiaries) business interruption, general liability, product liability insurance, director’s and officer’s liability insurance, fiduciary liability insurance, and employment practices liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation. All such policies of insurance shall be with responsible and reputable insurance companies acceptable to Administrative Agent and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event in amount, adequacy and scope reasonably satisfactory to Administrative Agent. Each such policy of insurance 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. All certificates of property and general liability insurance are to be delivered to Administrative Agent and the Loan Parties shall use their commercially reasonable efforts to cause such insurers to provide not less than 30 days (10 days in the case of non-payment) prior written notice to the Administrative Agent of the exercise of any right of cancellation.

SECTION 5.08 Books and Records; Inspection and Audit Rights; Lender Calls .

(a) 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, at the Borrower’s sole cost and expense, permit any representatives designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties (to the extent it is within such Person’s control to permit such inspection), 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 during normal business hours and as often as reasonably requested (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures);


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provided that, excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default; provided , further , that when an Event of Default exists, the Administrative Agent (or any of its 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 notice. 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 (i) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or any binding agreement.

(b) In addition, annually, if requested by the Administrative Agent and at a time to be mutually agreed with the Administrative Agent that is promptly after the delivery of the information required pursuant to Section 5.1(a) above, participate in a conference call for Lenders to discuss the financial condition and results of the Borrower and its Subsidiaries for the most recently-ended period for which financial statements have been delivered.

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 the failure to do so, individually or in the aggregate, would 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 and with any permit, license or other approval required under any Environmental Law (“ Environmental Permits ”) except, in each case, to the extent that the failure to do so would 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 from any of its properties, in accordance with the requirements of all Environmental Laws, except, in the case of clauses (ii) and (iii), to the extent that the failure to do so would 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.

SECTION 5.10 Use of Proceeds and Letters of Credit . The Borrower will use the proceeds of the Term Loans, together with cash on hand of the Loan Parties and their Subsidiaries, to finance, in part, the Transactions and the Special Dividend. No Revolving Loans (excluding, for the avoidance of doubt, the face amount of any Letters of Credit issued on the Effective Date) will be drawn on the Effective Date. The proceeds of the Revolving Loans and Swingline Loans drawn after the Effective Date will be used only for working capital and other general corporate purposes (including Permitted Acquisitions). No proceeds of Revolving Loans shall be applied to pay any portion of the Special Dividend. 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.


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SECTION 5.11 Additional Restricted Subsidiaries .

(a) If (i) any additional Subsidiary (other than an Excluded Subsidiary) or Intermediate Parent 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 45 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Subsidiary or Intermediate Parent 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) or Intermediate Parent to satisfy the applicable Collateral and Guarantee Requirements with respect to such Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Subsidiary or Intermediate Parent owned by any Loan Party within 45 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 or Intermediate Parent 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, no more than 65% of the total combined voting power and 100% of the total combined non-voting power of all classes of Equity Interests entitled to vote in or of any Restricted Subsidiary acquired or formed after the Effective Date that is a CFC or Disqualified Domestic Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Obligation herein.

(b) Within 45 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 applicable Collateral and Guarantee Requirements shall have been taken with respect to such Subsidiary.

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 may be required under any applicable law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the applicable Collateral and Guarantee Requirements 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 $2,000,000 (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 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


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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.” In the event any real property is mortgaged pursuant to this Section 5.12(b), the Borrower or such other Loan Party, as applicable, shall not be required to comply with the “Collateral and Guarantee Requirement” and paragraph (a) of this Section until a reasonable time following the acquisition of such real property, and in no event shall compliance be required until 90 days following such acquisition or such longer time period as agreed to by the Administrative Agent in its reasonable discretion.

SECTION 5.13 Compliance with ERISA . The Borrower and each Loan Party shall and shall cause its 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 be reasonably likely to have a Material Adverse Effect or cause a Lien on the assets of the Borrower or any Loan Party (other than Permitted Encumbrances).

SECTION 5.14 Maintenance of Ratings . Borrower shall use commercially reasonable efforts to (i) maintain a rating of the Facilities (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.

SECTION 5.15 Certain Post-Closing Obligations . As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.15 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 5.15, 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”.

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 (or cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank) and all LC Disbursements shall have been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders that:

SECTION 6.01 Indebtedness; Certain Equity Securities .

(a) Holdings and the Borrower will not, and will not permit any Restricted Subsidiary or Intermediate Parent to, create, incur, assume or permit to exist any Indebtedness, except:

(i) Indebtedness of Holdings, any Intermediate Parent, the Borrower and any of the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20);


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(ii) Indebtedness outstanding on the date hereof and listed on Schedule 6.01 and any Permitted Refinancing thereof;

(iii) Guarantees by Holdings, any Intermediate Parent, the Borrower 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 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 the Borrower owing to any Restricted Subsidiary or of any Restricted Subsidiary owing to any other Restricted Subsidiary or the Borrower to the extent permitted by Section 6.04; provided that (A) all such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not 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 Intercompany Note or (ii) otherwise reasonably satisfactory to the Administrative Agent, and (B) all such Indebtedness in excess of $100,000 individually and $500,000 in the aggregate 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 Capitalized 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 an aggregate total amount of $10,000,000;

(vi) Indebtedness of the Borrower or any Restricted Subsidiary in respect of Swap Agreements entered into in the ordinary course of business and not for speculative purposes;

(vii) Subject to the last proviso in the definition of “Permitted Acquisition”, 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 Permitted Acquisition or similar Investment, 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 similar Investment, and Permitted Refinancings thereof; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition or similar Investment;

(viii) Unsecured subordinated 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 in an aggregate principal amount not to exceed $60,000,000 less the sum of the amount of any Revolving Commitment Increase incurred pursuant to Section 2.20(a) and any Term Commitment Increase or Incremental Term Loans in each case incurred (without duplication) pursuant to Section


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2.20(b); provided that (A) any issuer of such Indebtedness shall be the Borrower (B) such Indebtedness 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) such Indebtedness 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 Loan Document Obligations and the termination of the Commitments) or scheduled amortization or payments, repurchases or redemptions of principal prior to the date that is 180 days after the Latest Maturity Date in effect at the time of incurrence thereof, (D) immediately after giving effect thereto and the use of the proceeds thereof, (1) no Event of Default shall exist or result therefrom and (2) Holdings and its Restricted Subsidiaries will be in Pro Forma Compliance with a Total Net Leverage Ratio of not more than 2.75 to 1.00 (excluding the proceeds of such Indebtedness or any Cure Amounts from the cash component of the Total Net Leverage Ratio) ( provided that if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition or similar Investment, the foregoing reference to no Event of Default shall mean the absence of an 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 Indebtedness), (E) the Loan Document Obligations shall have been, and while the Loan Document Obligations remain outstanding, no other Indebtedness is or is permitted to be, designated as “Senior Indebtedness” or its equivalent under any indenture or document governing any such applicable Indebtedness, (F) such Indebtedness has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower, the Restricted Subsidiaries and the Lenders as the terms and conditions of this Agreement (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period, and (G) such Indebtedness shall have subordination terms and shall be subject to a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent; provided , further , that the aggregate principal amount of Indebtedness outstanding in reliance on this clause (viii) in respect of which the primary obligor or a guarantor is a Subsidiary that is not a Loan Party, shall not exceed at any time outstanding, the Non-Loan Party Investment Amount (as determined at the time of incurrence thereof);

(ix) (A) Indebtedness representing deferred compensation or stock-based compensation to employees, consultants or independent contractors of Holdings and its Restricted Subsidiaries incurred in the ordinary course of business, and (B) Indebtedness consisting of obligations of the Borrower or the Restricted Subsidiaries under deferred compensation to their employees, consultants or independent contractors or other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or any other Investment permitted under Section 6.04;

(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 any direct or indirect parent thereof permitted by Section 6.06(a);


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(xi) Indebtedness of the Borrower or any Restricted Subsidiary 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 of the Borrower or any Restricted Subsidiary consisting of obligations under deferred consideration (earn-outs, indemnifications, incentive non-competes and other contingent obligations) or other similar arrangements incurred in connection with any Permitted Acquisition or other Investment permitted hereunder;

(xiii) Cash Management Obligations and other Indebtedness of the Borrower and the Restricted Subsidiaries in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements, in each case, in the ordinary course of business;

(xiv) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply or manufacturing arrangements, in each case in the ordinary course of business;

(xv) Obligations of the Borrower or any Restricted Subsidiary 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;

(xvi) Other unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and

(xvii) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xvi) above.

(b) Holdings and any Intermediate Parent will not create, incur, assume or permit to exist any Indebtedness in respect of which Holdings or any Intermediate Parent is the primary obligor or a guarantor except Indebtedness created under Sections 6.01(a)(i), (ii), (iii), (ix) and (x) 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 or Intermediate Parent to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(i) Liens created under the Loan Documents;

(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 (or to the extent not listed on Schedule 6.02, where the fair market value of all properties to which such Liens apply under this clause (iii) is less than $100,000 in the aggregate); 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 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;


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(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 Capitalized 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 Capitalized 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 in the ordinary course of business that do not (A) interfere in any material respect with the business of Holdings and its 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 in the ordinary course of business 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) [reserved];

(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 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;

(x) 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 to or cover any other assets or property and (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(vii);

(xi) 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 in the ordinary course of business and covering the assets so leased;


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(xii) 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;

(xiii) 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;

(xiv)(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 its Restricted Subsidiaries; and

(xv) other Liens; provided that the aggregate principal amount of obligations secured by Liens existing in reliance on this clause (xv) shall not exceed $2,500,000 at any time outstanding.

SECTION 6.03 Fundamental Changes .

(a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary or Intermediate Parent 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 and its Restricted Subsidiaries, except that:

(i) any Restricted Subsidiary or Intermediate Parent 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 Holding 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, such Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04 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 under Sections 7.01(a), (b), (h) or (i) or an Event of Default shall have occurred and be continuing;


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(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 its 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; and

(vi) any Restricted Subsidiary (other than the Borrower) 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 or Intermediate Parent to, engage 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 or ancillary thereto.

(c) Holdings and any Intermediate Parent 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 and any Intermediate Parent, (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, any Intermediate Parent and the Borrower, (iv) 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, (v) the Guarantees in respect of the Loan Document Obligations and the performance of its Loan Document Obligations, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (vii) providing indemnification to officers and directors and as otherwise permitted in Section 6.07, (viii) activities incidental to the consummation of the Transactions, (ix) activities expressly permitted under the Loan Documents, (x) guarantees required by vendors or other trade creditors due to the consolidation of audited financial statements at Holdings and (ix) activities incidental to the businesses or activities described in clauses (i) to (ix) of this paragraph.

(d) Holdings and Intermediate Parent will not own or acquire any assets (other than Equity Interests as referred to in paragraph (c)(i) above, cash, Cash Equivalents, loans and advances made by Holdings or any Intermediate Parent 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).

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or any Intermediate Parent to, make or hold any Investment, except:

(a) cash and Cash Equivalents;


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(b) loans or advances to officers, directors and employees of Holdings and its 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 (excluding any paid in kind capitalized interest in respect thereof) not to exceed $5,000,000 (as determined at the time of such Investment);

(c) Investments (i) by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party and (iii) by Holdings, any Intermediate Parent, the Borrower or 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 constituting Guarantees of Indebtedness or other monetary obligations of Restricted Subsidiaries that are not Loan Parties owing to any Loan Party;

(d) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 6.04(d) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal 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(d) or as otherwise permitted by this Section 6.04;

(e) Investments in Swap Agreements permitted under Section 6.01(a)(vi);

(f) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05;

(g) Permitted Acquisitions; provided that the aggregate amount of cash consideration paid or provided by any Loan Party or any Restricted Subsidiary after the Effective Date in reliance on this Section 6.04(g) (together with any Investments made in Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.04(m)) for Permitted Acquisitions (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 (or for assets that are not purchased by, or promptly contributed to, a Loan Party), shall not exceed the Non-Loan Party Investment Amount at such time (as determined at the time of such Investment);

(h) 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;

(i) loans and advances to Holdings (or any direct or indirect parent thereof) or any Intermediate Parent 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 such parent) in accordance with Section 6.06(a)(iv);


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(j) so long as no Event of Default shall have occurred and be continuing, other Investments by the Borrower or any Restricted Subsidiary; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (j) shall not exceed the Available Amount at such time (excluding any paid in kind capitalized interest in respect thereof and as determined at the time of such Investment);

(k) advances of payroll payments to employees in the ordinary course of business;

(l) Investments and other acquisitions to the extent that payment for such Investments is made solely with Qualified Equity Interests (excluding Cure Amounts) of Holdings (or any direct or indirect parent thereof);

(m) acquisitions of, Investments in, and loans and advances to, joint ventures and Unrestricted Subsidiaries by the Borrower and its Restricted Subsidiaries, so long as the aggregate amount invested, loaned or advanced pursuant to this Section 6.04(m) (determined without regard to any write-downs or write-offs of such investments, loans or advances), together with any Investments made in Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.04(g), does not exceed the Non-Loan Party Investment Amount at such time (excluding any paid in kind capitalized interest in respect thereof and as determined at the time of such Investment);

(n) the licensing, sublicensing or contribution of rights in any Intellectual Property pursuant to joint marketing arrangements with Persons other than Holdings and its Restricted Subsidiaries in the ordinary course of business;

(o) Restricted Subsidiaries of Borrower may be established or created if the Borrower and such Restricted Subsidiary comply with the requirements of Section 5.11, if applicable;

(p) 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;

(q) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;

(r) advances made in connection with purchases of goods or services in the ordinary course of business;

(s) deposits of cash made in the ordinary course of business to secure performance of operating leases;

(t) guarantees permitted under Section 6.01(a);

(u) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;

(v) Investments resulting from entering into Secured Cash Management Obligations; and


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(w) other Investments by Holdings or any Restricted Subsidiary not to exceed, in the aggregate, at any time outstanding, (excluding any paid in kind capitalized interest in respect thereof) not to exceed $5,000,000 (as determined at the time of such Investment).

SECTION 6.05 Asset Sales . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent 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) (i) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired in the ordinary course of business and (ii) Dispositions of property no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries;

(b) Dispositions of inventory and immaterial assets 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) if the transferor in such a transaction is a Loan Party, then the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 6.04 and (iii) 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;

(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 cash and Cash Equivalents;

(g) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with financing transactions);

(h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and that do not materially interfere with the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(i) Dispositions of property to Persons other than Restricted Subsidiaries (other than 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 at the time of, or would result from, such Disposition, (ii) the aggregate fair market value of all property disposed of in reliance on this clause (i) shall not exceed $5,000,000 (as determined at the time of such disposition) in any fiscal year; and (iii) with respect to any Disposition pursuant to this clause (i), Holdings, any Intermediate Parent, the Borrower or a Restricted Subsidiary shall receive not less


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than 75% of such consideration in the form of cash or Cash Equivalents; 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;

(j) Dispositions 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 or such real property as part of an insurance settlement;

(k) Dispositions of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event;

(l) the termination, settlement or unwinding of Swap Agreements to the extent such Swap Agreements are permitted pursuant to this Agreement;

(m) the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings for fair market value; provided that no Default has occurred or is continuing or would result therefrom;

(n) the lapse of registered patents, trademarks and other intellectual property of Holdings and its Restricted Subsidiaries, so long as such lapse is not materially adverse to the interests of the Lenders;

(o) 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; and

(p) Dispositions of Permitted Factoring Facility Assets in accordance with the terms of any Permitted Factoring Facility Documents;

provided that any Disposition of any property pursuant to this Section 6.05 (except pursuant to Sections 6.05(e), (g), (j), (k) and (n) 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 or any Intermediate Parent 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 of the Borrower; 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;


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(ii) Holdings, any Intermediate Parent, 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;

(iii) payment of (A) up to an aggregate amount of $250,000,000 for the Special Dividend, portions of which, up to an aggregate amount not to exceed $30,000,000 (a “ Partial Dividend Payment ”), may be paid within 60 days after the Effective Date and (B) and payments not to exceed $2,000,000 in the aggregate in respect of withholding tax obligations made thereon (such payments being referred to in the foregoing clauses (A) and (B) being collectively as the “ Special Dividend Payments ”); provided , that after giving Pro Forma Effect to each such Special Dividend Payment, whether made in whole on the Effective Date or as one or more Partial Dividend Payments following the Closing Date, (1) the Borrower shall have available unrestricted cash and Cash Equivalents reflected on its balance sheet in an amount not less than $15,000,000; (2) no Default or Event of Default shall exist or result therefrom, (3) the Administrative Agent shall have received (x) a Solvency Certificate from a Responsible Financial Officer certifying as to the solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to such Special Dividend Payment or Partial Dividend Payment, as the case may be, (y) a certificate from a Responsible Officer certifying that all the representations and warranties set forth in this Agreement and the other Loan Documents are true and correct as of such date and certifying as to the matters set forth in clauses (1) and (2) of this proviso and (z) certified copies of board resolutions (to the extent not already covered in such resolutions provided pursuant to Section 4.01(d) as determined in the Administrative Agent’s reasonable discretion) approving the payment of such Special Dividend Payment or Partial Dividend Payment, as applicable;

(iv) so long as no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, Holdings may redeem, acquire, retire, repurchase or settle its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests or any phantom equity or similar plan relating to its Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their 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 (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, (x) upon the death, disability, retirement or termination of employment of any such Person or (y) 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, equity holders’ agreement, or phantom equity plan or similar plan relating to its Equity Interests;

(v) any Intermediate Parent, the Borrower and the Restricted Subsidiaries may make Restricted Payments in cash or Cash Equivalents to Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary:

(A) the proceeds of which shall be used by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Borrower and any of its Restricted Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(v)(A) shall not exceed the Tax liability that 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;


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(B) the proceeds of which shall be used by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary to pay (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, and customary indemnification claims made by directors or officers of Holdings (or any parent thereof), in each case to the extent attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries and (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;

(C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay franchise Taxes and other fees, Taxes and expenses required to maintain its corporate existence;

(D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.06(a)(iv);

(E) the proceeds of which shall be used to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; and

(F) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.06;

(vi) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom and Holdings would be in compliance with a Total Net Leverage Ratio not to exceed 1.75 to 1.00, on a Pro Forma Basis as of the end of the most recently ended Test Period, Restricted Payments in an aggregate amount not to exceed the Available Amount at such time;

(vii) payments permitted under Section 6.07; and

(viii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby.

(b) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary or any Intermediate Parent 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:


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(i) payment of regularly scheduled or required interest 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;

(ii) refinancings, refundings, renewals, modifications or exchanges of Indebtedness to the extent permitted by Section 6.01;

(iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and

(iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom and Holdings would be in compliance with a Total Net Leverage Ratio not to exceed 2.25 to 1.00, on a Pro Forma Basis as of the end of the most recently ended Test Period, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount at such time.

SECTION 6.07 Transactions with Affiliates . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or any Intermediate Parent 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 with, any of its Affiliates, except (i) transactions with Holdings, any Intermediate Parent, 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, any Intermediate Parent, 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) the payment of fees and expenses related to the Transactions, (iv) issuances of Equity Interests of Holdings to the extent otherwise permitted by this Agreement, (v) employment agreements and severance arrangements and health, disability and similar insurance or benefit plans between Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries and their respective officers and employees (including management and employee benefit or incentive plans or agreements, phantom equity plans, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with present or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) 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(k)) and any payments in respect thereof, (vi) 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, (vii) Restricted Payments permitted under Section 6.06, (viii) transactions between 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, Holdings or any Intermediate Parent; provided , that such director abstains from voting as a director of the Borrower, Holdings or such Intermediate Parent, as the case may be, on any matter involving such other Person; (ix) any issuance of Equity Interests, or other payments, awards or grants in cash, securities, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Borrower; (x) loans or advances to officers, directors, employees or consultants of the Borrower or any of the Restricted Subsidiaries to the extent permitted by Section 6.04; (xi) 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, any Intermediate Parent and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operations of Holdings, any


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Intermediate Parent, the Borrower and the Restricted Subsidiaries; (xii) consulting and advisory services performed by Cerberus Operations and Advisory Company and payments in respect of such services not to exceed $2,000,000 in any fiscal year, (xiii) such other transactions or series of related transactions with respect to which the aggregate consideration paid, or fair market value of property disposed of, by Holdings and the Restricted Subsidiaries do not at any time exceed $100,000 in the aggregate and (xiv) transactions (A) solely among Loan Parties or (B) among the Borrower and any Restricted Subsidiary or among Restricted Subsidiaries.

SECTION 6.08 Restrictive Agreements . Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent 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, any Intermediate Parent, the Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations 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 Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01; provided that such restrictions will not materially affect the Borrower’s ability to pay the Loan Documentation Obligations as they become due, (iv) are 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, licenses or asset sale agreements 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, any Intermediate Parent, 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 Cash Equivalents) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Cash Equivalents 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 or Intermediate Parent to, amend, modify, waive, terminate or release (a) the documentation governing any Junior Financing in violation of any subordination or intercreditor agreement applicable thereto or (b) any Organizational Document, if the effect of such amendment, modification, waiver, termination or release is materially adverse to the Lenders.


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SECTION 6.10 Total Net Leverage Ratio . Holdings will not permit the Total Net Leverage Ratio as of the last day of any Test Period set forth below to be greater than the ratio set opposite such Test Period:


Test Period		Maximum Total Net Leverage Ratio
September 27, 2014 through July 4, 2015		4.75:1.00
October 3, 2015 through July 2, 2016		4.50:1.00
October 1, 2016		4.00:1.00
December 31, 2016 through June 30, 2018		3.50:1.00
September 29, 2018 through June 29, 2019		3.00:1.00
September 28, 2019 and thereafter		2.75:1.00

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 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 (5) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of Holdings or any of its Restricted Subsidiaries in any Loan Document or any amendment or modification thereof or waiver thereunder, or in any certificate 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;


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(d) Holdings or any of its Restricted Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in (i) Sections 5.04 (with respect to the existence of Holdings or the Borrower) or 5.10 or in Article VI; provided that any Event of Default under Section 6.10 is subject to cure as provided in Section 7.02 or (ii) Section 5.02(a) and such failure shall continue unremedied for a period of ten (10) days;

(e) Holdings or any of its 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) Holdings or any of its Restricted Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace period);

(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, 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) or (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);

(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, any Intermediate Parent, the Borrower or any Material Subsidiary or its debts, or of a material part of its assets, under any Debtor Relief Law or any other 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, any Intermediate Parent, the Borrower or any Material Subsidiary or for a material part of its assets, 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, any Intermediate Parent, 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, any Intermediate Parent, the Borrower or any Material Subsidiary or for a material part of its assets, (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;


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(j) one or more final judgments for the payment of money in an aggregate amount in excess of $15,000,000 (to the extent not covered by insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) shall be rendered against Holdings or any of its 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, or any judgment creditor shall legally attach or levy upon assets of such Loan Party that are material to the businesses and operations of Holdings and its Restricted Subsidiaries, taken as a whole, to enforce any such judgment;

(k) an ERISA Event occurs that has resulted or could reasonably be expected to result in liability of a Loan Party in an aggregate amount that could reasonably be expected to result in a Material Adverse Effect, 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 that could reasonably be expected to result in a Material Adverse Effect;

(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 perfected Lien on any material portion of the Collateral, with the priority 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 acts or omissions of the Administrative Agent or any Lender or (iii) as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage in writing;

(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);

(o) the subordination provisions set forth in any documentation relating to Junior Financing shall cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, or in each case any Loan Party shall affirmatively assert in writing any of the foregoing; or

(p) a Change in Control shall occur;

then, and in every such event (other than an event with respect to Holdings, any Intermediate Parent 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


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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, any Intermediate Parent 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 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(d), 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 through its Restricted Subsidiaries of which the Borrower is a Restricted Subsidiary 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 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 and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter only), Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenant, Holdings and its 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.

(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 financial-ratio based conditions other


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than compliance with the Financial Performance Covenant and there shall be no pro forma reduction in indebtedness with the proceeds of any Cure Amount nor any increase in the available unrestricted cash on the balance sheet of Holdings and its Restricted Subsidiaries for purposes of determining compliance with the Financial Performance Covenant, the Total Net Leverage Ratio definition or for any other purpose. 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.

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 automatically been required to be Cash Collateralized as set forth herein), any amounts received on 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 Société Générale 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.


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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 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


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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 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 .

(a) 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 and is not performing its role hereunder as Administrative Agent, 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 if such successor is a commercial bank with a combined capital and surplus of at least $1,000,000,000) ( 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 (and with the consent of the Borrower unless an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing), 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 shall 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


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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.

(b) Any resignation by Société Générale as Administrative Agent pursuant to this section shall also constitute its resignation as Issuing Bank and Swingline Lender. If Société Générale resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Obligations with respect thereto, including the right to require the Lenders to make ABR Loans or fund risk participations with respect to Letters of Credit under Section 2.05. If Société Générale resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04. Upon the appointment by the Borrower of a successor Issuing Bank or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as applicable, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Société Générale to effectively assume the obligations of Société Générale with respect to such Letters of Credit.

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.

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 “Joint Bookrunner” or “Co-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; Authorization to Enter into Subordination Agreement . (a) 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:


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(i) 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

(ii) 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.

(b) The Lenders irrevocably authorize the Administrative Agent to enter into and perform its obligations under any intercreditor agreement or subordination agreement with respect to any such Indebtedness permitted to be incurred by the Loan Parties under this Agreement and any amendments, restatements, supplements or other modifications thereof approved in accordance with the terms thereof. Each Lender acknowledges and agrees to the terms of such subordination or intercreditor agreement.

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 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


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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. Each Lender shall severally indemnify the Administrative Agent, within 30 days after the demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only 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 Section), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c)(i) relating to the maintenance of a Participant Register and (iii) any Taxes (other than Indemnified Taxes and Other Taxes) that are attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, 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 Société Générale , 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

(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 the applicable Assignment and Assumption or to such other address (or fax number, telephone number or e-mail address) as provided in writing to the Borrower and the Administrative Agent.


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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, any Intermediate Parent, 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).

(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


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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 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, 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:

(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);


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(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce the amount of scheduled amortization of the principal amount of any Loan or reduce any premium, fees or other amounts payable hereunder, without the written consent of each Lender directly and adversely affected thereby (it being understood that any waiver of any condition precedent set forth in Article IV or the waiver of any Default, or mandatory prepayment shall not constitute a reduction in principal, LC Disbursement, interest, fees or prepayment premiums)), provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay default interest pursuant to Section 2.13(c);

(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 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 (it being understood the waiving of the applicability of post-default increases in interest rates and any waiver of any Default, mandatory prepayment or condition precedent set forth in Article IV shall not constitute a postponement of any date for payment of any principal, LC Disbursement or interest, fees or prepayment premiums payable hereunder);

(iv)(A) change Sections 2.10(c) or 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(f) 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 9.02 without the written consent of each Lender directly and adversely affected thereby;

(vi) reduce the percentage set forth in the definition of “Required 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 (except as expressly provided in the Security Documents or the other Loan Documents);

(viii) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided for in the Security Documents or the other Loan Documents) or subordinate a substantial portion of such Liens to other Lien except as expressly permitted under this Agreement or the other Loan Documents, in each case, without the written consent of the Required Lenders;

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.


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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 as is reasonably necessary to effect the provisions of Section 2.20 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 as is reasonably necessary, 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.

(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 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).


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(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 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 out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication), the Lead Arrangers, the Swingline Lender and each Issuing Bank including the reasonable fees, charges and disbursements of one counsel to the Administrative Agent, the Lead Arrangers, the Swingline Lender and each Issuing Bank and to the extent reasonably deemed necessary by the Administrative Agent, one local counsel in each relevant jurisdiction and, in the case of any conflict of interest (as reasonably determined by the Administrative Agent, Issuing Bank, Swingline Lender or Lead Arrangers subject to such conflict), one additional counsel in each relevant jurisdiction to each group of affected persons similarly situated taken as a whole), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, the Lead Arrangers, each Issuing Bank, the Swingline Lender and each Lender, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Issuing Banks, the Lenders, the Swingline Lender and the Lead Arrangers in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank, the Swingline Lender, each Lender, the Lead Arrangers and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and 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, in the case of an actual or perceived conflict of interest where the


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Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnitee), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), 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) resulted 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) arise from disputes between or among Indemnitees or their Related Parties that do not involve an act or omission by Holdings, the Borrower or any Subsidiary ( provided that the Administrative Agent and the Lead Arrangers shall be indemnified in their capacities as such or in similar role 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 shall be governed solely by Section 2.17. In addition, this paragraph (b) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, liabilities or applicable counsel fees or expenses arising from any non-Tax claim.

(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, any Intermediate Parent 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 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 fifteen (15) 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 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.

(b) (i) 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 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 Default 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 has occurred and is continuing, provided that during such period assignments shall be made in consultation with the Borrower; provided , further , that no consent


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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 (B) 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 five (5) Business Days after written notice to the Borrower requesting such consent, the Borrower shall be deemed to have consented to such assignment. Notwithstanding anything to the contrary in this Agreement or in any Assignment and Assumption, no assignment made in accordance with the requirements of this Section 9.04 at the time when made shall be subsequently invalidated solely by virtue of such assignee being subsequently being identified by the Borrower as a competitor of the Borrower or its Subsidiaries after such Assignment and Assumption was effected.

(ii) 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) $2,500,000 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 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(e) a written notice 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


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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.

(iii) 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. Notwithstanding the foregoing, no assignee, which as of the date of any assignment to it pursuant to this Section 9.04 would be entitled to any payments under Sections 2.15 or 2.17 in an amount greater than the assigning Lender would have been entitled to as of such date with respect to the rights assigned, shall be entitled to such greater payments. The benefit of each Security Document shall be maintained in favor of the assignee (without prejudice to Section 8.07).

(iv) 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.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee and any Tax forms required by Section 2.17(e) (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.

(vi) 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.


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(c) 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 or any of Holding’s Subsidiaries (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (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(e)) 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.

(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


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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 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 Incremental 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) [reserved];

(iv) 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, in the case of this clause (y), disproportionately adversely affects such Affiliated Lender in any material respect as compared to other Lenders, Loans held by Affiliated Lenders will be excluded from the determination of whether the requisite consent has been obtained;

(v) 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;

(vi) Affiliated Lenders may not purchase Revolving Loans by assignment pursuant to this Section 9.04;

(vii) the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit A-2 hereto (an “ Affiliated Lender Assignment and Assumption ”) in lieu of an Assignment and Assumption, which Affiliated Lender Assignment and Assumption shall clearly identify such assignee as an Affiliated Lender;

(viii) no Affiliated Lender shall have any right to make or bring any claim, in its capacity as a Lender hereunder, against the Administrative Agent, the other Agent Parties, any other agent, any Lead Arrangers or any other Lender with respect to the duties and obligations of such Persons under the Loan Documents;


		129		Blue Bird Body Company Credit Agreement

(ix) the total principal amount of all Classes of Loans purchased by assignment pursuant to this Section 9.04 and held at any time by all Affiliated Lenders in the aggregate may not exceed 25% of the aggregate outstanding principal amount of all Term Loans and Incremental Term Loans (determined as of the time of such purpose); and

(x) the Affiliated Lenders, collectively, shall at all times comprise in the aggregate less than 50% of the Lenders with respect to the Term Facility.

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, 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 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 aggregate Loans and Commitments of Debt Fund Affiliates in excess of 49.9% of all 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; and provided , further , that Debt Fund Affiliates may not purchase or hold Revolving Loans or Commitments at any time.

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, 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 (e).

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


		130		Blue Bird Body Company Credit Agreement

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 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 2.21 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.


		131		Blue Bird Body Company Credit Agreement

(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 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 severally agrees to 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, agents and advisors, including accountants and legal counsel (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


		132		Blue Bird Body Company Credit Agreement

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-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 permitted assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (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, (C) any pledgee referred to in Section 9.04(d) or (D) if required by insurers or reinsurers, (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 non-confidential basis from a source other than Holdings or the Borrower. For the purposes hereof, “ Information ” means all confidential and non-public information received from Holdings or the Borrower 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 non-confidential 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, THE 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 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 WRITING THOUGH A NOTICE OR THE RELEVANT ASSIGNMENT AND ASSUMPTION 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). Upon any Disposition 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 any other Loan Document, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document or any other Loan 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 this Agreement, or as a result of such


		134		Blue Bird Body Company Credit Agreement

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 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(iv), (v), (vi), (viii), (xi), (xii) or (xiv), clauses (c), (d), (e), (g) and (i) of the definition of “Permitted Encumbrances” and Liens set forth on Schedule 6.02.

(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 Arrangers 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 Issuing Banks and the Lead Arrangers, 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 Issuing Banks and the Lead Arrangers 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 Issuing Banks or the Lead Arrangers 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 Issuing Banks, the Lead Arrangers 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 Issuing Banks and the Lead Arrangers 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 Issuing Banks or the Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


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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 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.


SCHOOL BUS HOLDINGS INC. , as Holdings

By:		/s/ Phil Tighe
		Name: Phil Tighe
		Title: Chief Financial Officer

BLUE BIRD BODY COMPANY, as Borrower

By:		/s/ Phil Tighe
		Name: Phil Tighe
		Title: Chief Financial Officer

PEACH COUNTY HOLDINGS, INC. , as Intermediate Parent

By:		/s/ Phil Tighe
		Name: Phil Tighe
		Title: Chief Financial Officer

BLUE BIRD CORPORATION, as Intermediate Parent

By:		/s/ Phil Tighe
		Name: Phil Tighe
		Title: Chief Financial Officer


		[Signature Page to Credit Agreement]


SOCIÉTÉ GÉNÉRALE , as Administrative Agent

By:		/s/ Michael Finkelman
		Name: Michael Finkelman
		Title: Managing Director


		[Signature Page to Credit Agreement]


SOCIÉTÉ GÉNÉRALE , as a Lender

By:		/s/ Michael Finkelman
		Name: Michael Finkelman
		Title: Managing Director

SOCIÉTÉ GÉNÉRALE , as Swingline Lender

By:		/s/ Michael Finkelman
		Name: Michael Finkelman
		Title: Managing Director

SOCIÉTÉ GÉNÉRALE , as Issuing Bank

By:		/s/ Michael Finkelman
		Name: Michael Finkelman
		Title: Managing Director


		[Signature Page to Credit Agreement]


MIHI LLC, as Lender

By:		/s/ Kevin S. Smith
		Name: Kevin S. Smith
		Title: Authorized Signatory

By:		/s/ Stephen Mehos
		Name: Stephen Mehos
		Title: Authorized Signatory

FIFTH THIRD BANK, as Lender

By:		/s/ Charles A. Stearns
		Name: Charles A. Stearns
		Title: Managing Director


		[Signature Page to Credit Agreement]

Exhibit 10.11

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), made and entered into as of this day of February, 2015 (the “ Effective Date ”), by and among Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.), a Delaware corporation (the “ Company ”), The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (“ Traxis ”), The Osterweis Strategic Income Fund (“ Investor I ”), The Osterweis Strategic Investment Fund (“ Investor II ”), Overland Relative Value Master Fund LP (“Investor III”), Overland Viceroy Master Fund (“ Investor IV ”), Coliseum School Bus Holdings, LLC (“ Investor V ”), Coliseum Capital Partners, L.P. (“ Investor VI ”), Coliseum Capital Partners II, L.P. (“ Investor VII ”) and Blackwell Partners LLC – Series A (“ Investor VIII ”, and together with Investor I, Investor II and Investor III, Investor IV, Investor V, Investor VI and Investor VII, the “ Investors ”).

WITNESSETH THAT

WHEREAS, the Company and Traxis have entered into that certain Purchase Agreement, dated as of September 21, 2014, as amended (the “ Purchase Agreement ”), pursuant to which, on the Effective Date, the Company is acquiring from Traxis all of the issued and outstanding shares of capital stock of School Bus Holdings, Inc. and, in exchange therefor, the Company is making a cash payment to Traxis and issuing to Traxis a certain number of shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”);

WHEREAS, as a condition to the obligations of Traxis under the Purchase Agreement, the Company and Traxis have agreed to enter into this Agreement;

WHEREAS, the Company, Investor I and Investor II have entered into that certain Subscription Agreement, dated as of September 23, 2014, as amended on February 18, 2015 (the “ Preferred Subscription Agreement ”), pursuant to which, on the Effective Date, the Company is issuing and selling to Investor I and Investor II an aggregate of 400,000 shares of the Company’s 7.625% Series A Convertible Preferred Stock (the “ Preferred Stock ”), each share of Preferred Stock convertible into shares of Common Stock (the “ Underlying Common Shares ”) as provided in the Certificate of Designations, Preferences, Rights and Limitations of the Preferred Stock;

WHEREAS, the Company, Investor III and Investor IV have entered into that certain Backstop and Subscription Agreement, dated as of September 21, 2014 (the “ Backstop Subscription Agreement ”), pursuant to which, on the Effective Date, the Company is issuing to Investor III and Investor IV up to 102,750 shares of Common Stock, issued in accordance with the terms and conditions applicable to “Utilization Fee Shares”, as such term is used in the Backstop Subscription Agreement (the “ Utilization Fee Shares ”); and

WHEREAS, the Company, Investor V, Investor VI, Investor VII and Investor VIII have entered into that certain Subscription Agreement, dated as of February 18, 2015 (the “ New Subscription Agreement ” and together with the Preferred Subscription Agreement and the Backstop Subscription Agreement, the “ Investor Agreements ”), pursuant to which, on the Effective Date, the Company is issuing and selling to (i) Investor V an aggregate of 100,000 shares of Preferred Stock and (ii) Investor VI, Investor VII and Investor VIII 2,500,000 shares of Common Stock (the “ Backstop Shares ”);

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

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

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting stock, by agreement or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Backstop Shares” shall have the meaning set forth in the Recitals.

“Backstop Subscription Agreement” shall have the meaning set forth in the Recitals.

“Beneficial Owner” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act.

“Blackout Period” has the meaning set forth in Section 2.10(a)(ii).

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

“Commission” means the United States Securities and Exchange Commission, and any successor commission or agency having similar powers.

“Common Stock” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the Preamble.

“Delay Notice” has the meaning set forth in Section 2.01(e)(ii).

“Demand Exercise Notice” has the meaning set forth in Section 2.01(a).

-2-

“Demanding Party” has the meaning set forth in Section 2.01(a).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Demand Registration Maximum Offering Size” has the meaning set forth in Section 2.01(f).

“Demand Registration Request” has the meaning set forth in Section 2.01(a).

“Disadvantageous Condition” means the existence of any acquisition, disposition or other material transaction involving the Company or any of its Subsidiaries or any material financing activity, or the unavailability of any required financial statements, or the possession by the Company of material information which, in the judgment of the Board, would not be in the best interests of the Company or any of its Subsidiaries to disclose in a Registration Statement.

“Effective Date” shall have the meaning set forth in the Preamble.

“Equity Interests” means any shares of any class or series of capital stock of the Company or any securities or instruments (including debt securities) directly or indirectly convertible into or exercisable or exchangeable for shares of any class or series of capital stock of the Company (or which are convertible into or exercisable or exchangeable for another security or instrument which is, in turn, directly or indirectly convertible into or exercisable or exchangeable for shares of any class or series of capital stock of the Company), whether at the time of issuance or upon the passage of time or the occurrence of future events, whether now authorized or not.

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

“FINRA” means the Financial Industry Regulation Authority.

“Holders” means Traxis or any Investor, for so long as (and to the extent that) it owns any Registrable Securities, and each of its successors, assigns, and direct and indirect transferees who become registered owners of Registrable Securities or securities exercisable, exchangeable or convertible into Registrable Securities in accordance with this Agreement. To the extent an in-kind distribution is contemplated, an indirect holder of Registrable Securities may be considered a Holder for purposes of this Agreement as appropriate.

“Information Blackout” has the meaning set forth in Section 2.10(a).

“Initial Shares” has the meaning set forth in Section 2.04(e).

“Investor Agreements” shall have the meaning set forth in the Recitals.

“Investor Demand Registration” has the meaning set forth in Section 2.12.

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“Investor I” shall have the meaning set forth in the Preamble.

“Investor II” shall have the meaning set forth in the Preamble.

“Investor III” shall have the meaning set forth in the Preamble.

“Investor IV” shall have the meaning set forth in the Preamble.

“Investor V” shall have the meaning set forth in the Preamble.

“Investor VI” shall have the meaning set forth in the Preamble.

“Investor VII” shall have the meaning set forth in the Preamble.

“Investor VIII” shall have the meaning set forth in the Preamble.

“Investors” has the meaning set forth in the Preamble.

“New Subscription Agreement” has the meaning set forth in the recitals.

“Other Securities” shall have the meaning set forth in Section 2.02(a).

“Outstanding” means with respect to any securities as of any date, all such securities theretofore issued, except any such securities theretofore converted, exercised or canceled or held by the issuer or any successor thereto (whether in its treasury or not).

“Overallotment Option Shares” has the meaning set forth in Section 2.04(e).

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, association, joint-stock corporation, estate, trust, unincorporated organization or government or any political subdivision, agency or instrumentality thereof or any other entity of any kind.

“Piggyback Registration Maximum Offering Size” has the meaning set forth in Section 2.02(b).

“Pre-IPO Holders” means the stockholders of the Company party to the Registration Rights Agreement, dated January 16, 2014, between the Company and the parties thereto.

“Preferred Stock” shall have the meaning set forth in the Recitals.

“Preferred Subscription Agreement” shall have the meaning set forth in the Recitals.

“Prospectus” means the prospectus included in a Registration Statement, including any preliminary prospectus or summary prospectus, and any such prospectus or preliminary or summary prospectus as amended or supplemented, and in each case including all material incorporated by reference therein.

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“Public Offering” means an underwritten public offering of Equity Interests pursuant to an effective Registration Statement under the Securities Act.

“Purchase Agreement” shall have the meaning set forth in the Recitals.

“Registrable Securities” means any shares of Common Stock, Preferred Stock, Underlying Common Shares, Backstop Shares or Utilization Fee Shares held by the Holders. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of under such Registration Statement; (ii) they shall have been distributed to the public pursuant to Rule 144 or may be sold pursuant to Rule 144 without volume or other limitations; (iii) they shall have been otherwise transferred or disposed of, and new certificates therefor not bearing a restrictive legend restricting further transfer shall have been delivered by the Company, and subsequent transfer or disposition of them shall not require their registration or qualification under the Securities Act or any state securities laws; or (iv) they shall have ceased to be outstanding.

“Registration Expenses” has the meaning set forth in Section 2.03.

“Registration Statement” means a registration statement filed by an issuer with the Commission and all amendments and supplements to any such registration statement, including any statutory prospectus, preliminary prospectus or issuer free writing prospectus or any amendment or supplement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Rule 144” means Rule 144 (or any successor provision) under the Securities Act.

“SEC Comments” has the meaning set forth in Section 2.12.

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

“Transferee” has the meaning set forth in Section 3.01(a).

“Transferring Holder” has the meaning set forth in Section 3.01(a).

“Traxis” has the meaning set forth in the Preamble.

“Underlying Common Shares” has the meaning set forth in the Preamble.

“Utilization Fee Shares” shall have the meaning set forth in the Recitals.

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ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Demand Registration Rights.

(a) Following the Effective Date, Traxis and its Transferees shall have the right to require the Company to file a Registration Statement under the Securities Act, covering all or any part of its Registrable Securities, by delivering a written notice thereof to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Such request pursuant to this Section 2.01 is referred to herein as the “ Demand Registration Request ,” the registration so requested is referred to herein as the “ Demand Registration ,” and the party making such request is referred to as the “ Demanding Party .” As promptly as practicable, but no later than ten Business Days after receipt of a Demand Registration Request, the Company shall give written notice (the “ Demand Exercise Notice ”) of such Demand Registration Request to all other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement. Under no circumstances shall the Company be obligated to effect (i) more than an aggregate of ten (10) Demand Registrations under this Section 2.01 with respect to any or all of the Registrable Securities held by Traxis or its Transferees and (ii) a Demand Registration at any time that Traxis and its Transferees owns Registrable Securities that represent less than 7.5% of the Outstanding Common Stock. In all instances, the Demanding Party and the Company shall cooperate in good faith regarding a Demand Registration Request should the Company have any planned offering(s), or if the Company has effected an offering of its Equity Interests (other than pursuant to a Registration Statement on Form S-8), within six months of the delivery of such Demand Registration Request.

(b) The Company shall use its reasonable best efforts to include in the Demand Registration the Registrable Securities requested to be included therein by the Demanding Party and by any other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement that shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such other Holder) within 30 days after the receipt of the Demand Exercise Notice.

(c) The Company shall use its reasonable best efforts to (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by the Demanding Party and if the Company is then eligible to effect such a registration on Form S-3 or on any successor to Form S-3) of the Registrable Securities which the Company has been so requested to register by the Demanding Party and the other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement (to the extent permitted to be registered in accordance with the terms hereof), for distribution in accordance with the intended method of distribution described in the Demand Registration Request, and (ii) if requested by the Demanding Party, obtain acceleration of the effective date of the Registration Statement relating to such registration.

(d) If a requested registration pursuant to this Section 2.01 involves an underwritten offering, the Demanding Party shall have the right to select an investment banker or bankers of nationally recognized standing to administer the offering; provided, however, that

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such investment banker or bankers shall be reasonably satisfactory to the Company. The Company shall notify the Demanding Party if the Company objects to any investment banker or manager selected by the Demanding Party pursuant to this Section 2.01(d) within ten (10) Business Days after the Demanding Party has notified the Company of such selection.

(e) Notwithstanding anything to the contrary in this Section 2.01:

(i) If the managing underwriter of any underwritten Public Offering shall advise 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 Party, then the Demanding Party 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.

(ii) If a majority of the Board determines in good faith that a Disadvantageous Condition exists, the Company shall, notwithstanding any other provision of this Article II, be entitled, upon the giving of a written notice (a “ Delay Notice ”) to such effect to each Holder of Registrable Securities included or to be included in such Registration Statement, to delay the filing of such Registration Statement until, in the judgment of a majority of Board, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of the Registrable Securities with respect to which any such Registration Statement was to have been filed); provided , however , that such delay shall not exceed a period of one-hundred twenty (120) days from the date on which the Demand Registration Request is received by the Company; and provided , further , that the Company shall not exercise its right to delay the filing of any Registration Statement unless such delay is also applied to any other holder of registration rights.

(f) In connection with any Demand Registration Request involving an underwritten offering, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Holders, the Company and any other Person intend to include in such registration exceeds the largest number of securities which can be sold in such offering at a price reasonably acceptable to the Demanding Party (the “ Demand Registration Maximum Offering Size ”), then the Company will include in such registration, in the following priority, up to the Demand Registration Maximum Offering Size:

(i) first, the Registrable Securities requested to be included in such registration pursuant to this Section 2.01; if the number of Registrable Securities requested to be included exceeds the Demand Registration Maximum Offering Size, then the Registrable Securities to be included in such registration shall be allocated pro rata among the Holders requesting registration based on the number of securities duly requested to be included in such registration by each such Holder; and

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(ii) second, the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be registered pursuant to Section 2.02; if the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares, together with the Registrable Securities requested to be included in such registration pursuant to this Section 2.01, exceed the Demand Registration Maximum Offering Size, then the Underlying Common Shares, the Backstop Shares and Utilization Fee Shares to be included in such registration shall be allocated pro rata among the Investors based on the number of Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be included in such registration by each Investor; and

(iii) third, the securities requested to be included in such registration by the Pre-IPO Holders; and

(iv) fourth, the securities to be offered by the Company; and

(v) fifth, all other securities requested by any other Person to be included in such registration (pursuant to contractual registration rights or otherwise).

(g) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.01 with respect to the Registrable Securities during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 2.02 hereof.

(h) The Company shall not have any obligation hereunder to register any Registrable Securities under this Section 2.01 unless it shall have received requests from a Demanding Party to register shares of Common Stock having an aggregate market valuation, based on the most recent closing price of the Common Stock at the time of the demand, of $20.0 million.

(i) No registration of Registrable Securities under this Section 2.01 shall relieve the Company of its obligations (if any) to effect registrations of Registrable Securities pursuant to Section 2.02 or Section 2.12.

Section 2.02 Piggyback Registration Rights.

(a) At any time following the Effective Date, if the Company proposes to register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “ Other Securities ”) under the Securities Act on a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten

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offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the written request of any Holder delivered to the Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided , however , that:

(i) if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities); and

(ii) if, at any time after giving such written notice of its intention to register any of such Registrable Securities for sale, and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.03 hereof.

(b) In connection with any Public Offering with respect to which Holders shall have requested registration pursuant to this Section 2.02, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Company, the Holders and any other Person intend to include in such registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the “ Piggyback Registration Maximum Offering Size ”), the Company will include in such registration, in the following priority, up to the Piggyback Registration Maximum Offering Size:

(i) first, all the Other Securities that the Company proposes to include in such registration;

(ii) second, the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be registered pursuant to this Section 2.02; if the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares, together with all the Other Securities that the Company proposes to include in such registration, exceed the Piggyback Registration Maximum Offering Size, then the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares to

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be included in such registration shall be allocated pro rata among the Investors based on the number of Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be included in such registration by each Investor;

(iii) third, (A) the other Registrable Securities requested to be registered pursuant to this Section 2.02 and (B) the Other Securities requested to be registered by the Pre-IPO Holders; if the number of such other Registrable Securities and the Other Securities of the Pre-IPO Holders requested to be included exceeds the Piggyback Registration Maximum Offering Size, then such other Registrable Securities and the Other Securities of the Pre-IPO Holders to be included in such registration shall be allocated pro rata among the persons requesting registration based on the number of securities duly requested to be included in such registration by each such person; and

(iv) fourth, all Other Securities requested by any other Person to be included in such registration (pursuant to contractual registration rights or otherwise).

(c) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of securities, all upon the terms and conditions set forth herein.

(d) Notwithstanding anything in this Article II to the contrary, the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article II incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans.

Section 2.03 Registration Expenses.

The Company shall pay all Registration Expenses in connection with the registration of Registrable Securities pursuant to this Article II. “ Registration Expenses ” means all expenses incident to the Company’s performance of or compliance with Article II, including, without limitation, all registration, filing and qualification fees (including filing fees with respect to FINRA), all fees and expenses of complying with state securities or “blue sky” laws (including reasonable fees and disbursements of underwriters’ counsel in connection with any “blue sky” memorandum or survey), any underwriting discounts, commissions, fees and related expenses, all fees and disbursements of the attorneys-in-fact and the custodian for the Holders, all printing expenses, all listing fees, all registrars’ and transfer agents’ fees, the fees and disbursements of counsel for the Company and of its independent certified public accountants, including the expenses of any special audits and/or “comfort” letters required by or incident to such performance and compliance. In addition, in connection with each registration, the Company shall pay the reasonable fees and expenses of one legal counsel to represent the interests of the Holders selling Registrable Securities in such registration.

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Section 2.04 Registration Procedures.

(a) If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Article II, the Company will:

(i) promptly prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter;

(ii) prepare and file with the Commission such amendments (including any statutory prospectus, preliminary prospectus or issuer free writing prospectus or any amendment or supplement) and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until the earlier of (a) such time as all such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement, and (b) 210 days from the date such Registration Statement first becomes effective;

(iii) furnish to each seller of such Registrable Securities such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus included in such Registration Statement, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or Prospectus and such other documents as such seller may reasonably request in order to facilitate the sale of such Registrable Securities;

(iv) register or qualify all Registrable Securities and other securities covered by such Registration Statement under such securities or “blue sky” laws of such jurisdictions as each seller shall reasonably request, and do any and all other acts and things that may be necessary to enable each such seller to consummate the disposition in such jurisdictions of its Registrable Securities covered by such Registration Statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, to subject itself to taxation in respect of doing business in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(v) furnish to each seller of Registrable Securities, on the date that the Registrable Securities are delivered to the underwriters for sale in connection with a Public Offering, (a) an opinion, dated such date, of the counsel representing the Company for the purpose of such registration, in form and substance as is customarily given to underwriters in a Public Offering, addressed to the underwriters, and (b) a “comfort” letter, dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in a Public Offering, addressed to the underwriters;

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(vi) promptly notify each seller of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto 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 an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and if it is necessary to amend or supplement such Prospectus to comply with applicable law, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and shall otherwise comply in all material respects with applicable law;

(vii) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering a period of at least twelve months, beginning with the first month of the first fiscal quarter after the effective date of such Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act;

(viii) in the case of a Public Offering, use all reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation, by causing appropriate officers of the Company to attend any “road shows” and analyst presentations and otherwise use commercially reasonable efforts to cooperate as requested by the underwriters or any Holder of Registrable Securities in the offering, marketing or selling of the Registrable Securities;

(ix) cause all such shares of Common Stock and Underlying Shares registered pursuant hereto to be listed on the securities exchange or quoted on the interdealer quotation system on which the Common Stock is listed or quoted, if such listing or quotation is then permitted under the rules of such exchange or quotation system, and provide a transfer agent, registrar and CUSIP number for such Registrable Securities no later than the effective date of such Registration Statement; and

(x) issue to any underwriter to which any Holder of Registrable Securities may sell such Registrable Securities in connection with any such registration (and to any direct or indirect transferee of any such underwriter) certificates evidencing shares of Common Stock or Preferred Stock, as applicable,

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without restrictive legends (subject to each Holder and/or underwriter providing any customary certificates relating to the distribution or re-legending of Registrable Securities as appropriate).

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by applicable law or by the Commission in connection therewith. The Company shall have no obligation to have a Registration Statement declared effective or incur costs in connection therewith until the seller of such Registrable Securities provides such information to the Company; provided, however, that if the applicable Registration Statement is a resale shelf Registration Statement filed pursuant to Rule 415 under the Securities Act, the Company shall have the right to exclude such seller from the table of selling stockholders set forth in such Registration Statement pending receipt of such information but not to delay the preparation, filing or declaration of the effectiveness of such Registration Statement to the extent that such Registration Statement is for the benefit of other selling stockholders and such other selling stockholder(s) caused the Company to file such Registration Statement.

(b) If requested by the underwriters for any Public Offering of Registrable Securities on behalf of a Holder or Holders of Registrable Securities pursuant to a registration under Section 2.01 or 2.02 hereof, the Company and each such Holder of Registrable Securities will enter into and perform their respective obligations under an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such Holders and such other terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Sections 2.06 and 2.07 hereof and delivery of opinions of counsel and accountant letters.

(c) If any registration pursuant to Section 2.01 or 2.02 hereof shall be in connection with an underwritten Public Offering, each Holder that includes Registrable Securities in such Public Offering agrees, if so required by the managing underwriter(s), not to effect any public sale or distribution (including any sale pursuant to Rule 144) of Equity Securities (other than as part of such underwritten Public Offering) within ten days prior to or 90 days after (i) the effective date of the Registration Statement with respect to such underwritten Public Offering, or (ii) in the event of a shelf Registration Statement, the consummation of an underwritten takedown; provided, however, that the 90 day period referred to in this Section 2.04(c) may be extended to up to 180 days upon the managing underwriter’s or underwriters’ reasonable request.

(d) The Company agrees, if so required by the managing underwriter(s) in connection with an underwritten Public Offering of Registrable Securities pursuant to Section 2.01 or 2.02, not to effect any public or private sale or distribution of any of its Equity Interests (other than as part of such underwritten Public Offering), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), within ten days prior to or 90 days after (i) the effective date of the Registration Statement with respect to such underwritten Public Offering, or (ii) in the event of a shelf Registration Statement, the consummation of an

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underwritten takedown, except in connection with any equity incentive plan, agreement, bonus, award, stock purchase plan, stock option plan or other stock arrangement registered on Form S-8 or an acquisition, merger or exchange offer; provided, however, that the 90-day period referred to in this Section 2.04(d) may be extended to up to 180 days upon the managing underwriter’s or underwriters’ reasonable request.

(e) It is understood that in any underwritten offering of Registrable Securities, in addition to the shares (the “ Initial Shares ”) the underwriters have committed to purchase, the underwriting agreement may grant the underwriters an option to purchase a number of additional shares (the “ Overallotment Option Shares ”) equal to up to 15% of the Initial Shares (or such other maximum amount as FINRA may then permit), solely to cover over-allotments. Shares of Common Stock proposed to be sold by the Company and the Holders of Registrable Securities, and shares of Preferred Stock proposed to be sold by the Investors, shall be allocated between Initial Shares and Overallotment Option Shares as agreed or, in the absence of agreement, pursuant to Sections 2.01 or 2.02 hereof.

(f) No Holder of Registrable Securities may participate in any Public Offering hereunder unless it (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Article II.

Section 2.05 Preparation; Reasonable Investigation.

In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, the Company will give the Holders on whose behalf such Registrable Securities are to be so registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued a report on its financial statements as shall be reasonably necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Section 2.06 Indemnification.

(a) In the case of any Registration Statement filed under the Securities Act pursuant to Section 2.01, 2.02 or 2.12, the Company will indemnify and hold harmless the seller of any Registrable Securities covered by such Registration Statement, its directors, officers and employees, each other Person who participates as an underwriter in the offering or sale of such Registrable Securities, each officer, director and employee of each such underwriter, and each other Person, if any, who controls such seller, or each officer, director and employee of such seller, or such underwriter, or each officer, director and employee of such underwriter, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any

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losses, claims, damages, liabilities and expenses, joint or several, to which any such Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact in any Registration Statement (including any document incorporated by reference therein) under which the Registrable Securities were registered under the Securities Act, or any Prospectus or issuer free writing prospectus or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or other federal or state law or any rule or regulation promulgated under the Securities Act, the Exchange Act or other federal or state law; and the Company will reimburse each such Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or expense; provided , however , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, issuer free writing prospectus or blue sky filing or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company for use in the preparation thereof by such seller, underwriter or non-selling controlling Person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Person and shall survive the transfer of such securities by such seller.

(b) The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed pursuant to this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from (i) the prospective seller of such Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.06(a) hereof, except that any such prospective seller shall not in any event be liable to the Company pursuant thereto for an amount in excess of the net proceeds of the sale of such prospective seller’s Registrable Securities) the Company, each officer, director and employee of the Company, each underwriter of such securities, each officer, director and employee of each such underwriter and each other Person, if any, who controls the Company or any such underwriter or any officer, director or employee thereof within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) each such underwriter of such securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.06(a) hereof) the Company, each officer, director and employee of the Company, each prospective seller, each officer, director and employee of each prospective seller and each other Person, if any, who controls the Company or any prospective seller or any officer, director or employee thereof within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, but in each case only with respect to any statement in or omission from such Registration Statement, any Prospectus included therein, or any amendment or supplement thereto if such statement or omission was made in reliance upon and in conformity with written information furnished by such prospective seller or such underwriter, as the case may be, to the Company for use in the preparation of such Registration

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Statement, Prospectus, amendment or supplement; provided, however, that notwithstanding anything in this Agreement to the contrary, the indemnity agreement contained in this subsection 2.06(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense (or action or proceeding in respect thereof) if such settlement is effected without the consent of the indemnifying party; provided that in no event shall any indemnity under this subsection 2.06(b) exceed the net proceeds from the offering received by such indemnifying party. Such indemnity shall remain in full force and effect regardless of any investigation made by the indemnified party and shall survive the transfer of such securities by such seller.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding (including any investigation by any governmental authority) involving a claim referred to in Section 2.06(a) or (b) hereof, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding provisions of this Section 2.06, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (in which case, the indemnifying party shall not be liable for the fees and expenses of more than one (1) counsel for all sellers of Registrable Securities, or more than one counsel for the underwriters in connection with any one (1) action or separate but similar or related actions), the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

(d) The indemnity provided for hereunder shall not inure to the benefit of any indemnified party to the extent that such indemnified party failed to comply with the applicable prospectus delivery requirements of the Securities Act as then applicable to the person asserting the loss, claim, damage or liability for which indemnity is sought.

(e) The right to indemnification under this Section 2.06 shall survive indefinitely.

Section 2.07 Contribution.

(a) If the indemnification provided for in Section 2.06 is unavailable to the indemnified parties in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the amounts paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) as among the Company and each of the selling Holders of Registrable Securities covered by a Registration Statement, on the one hand, and the underwriters, on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and each such selling

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Holder, on the one hand, and the underwriters, on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and each such selling Holder, on the one hand, and of the underwriters, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations, and (ii) as between the Company, on the one hand, and each selling Holder of Registrable Securities covered by a Registration Statement, on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such selling Holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and each such selling Holder, on the one hand, and the underwriters, on the other, shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and each such selling Holder bears to the total underwriting discounts and commissions received by the underwriters. The relative fault of the Company and any selling Holder, on the one hand, and of the underwriters, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and any selling Holder or by the underwriters. The relative fault of the Company, on the one hand, and each such selling Holder, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company or any such selling Holder, and the parties’ (including as between selling Holders) relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b) The Company and the Holders of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 2.07 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.07, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and offered and distributed to the public exceeds the amount of any damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Holder of Registrable Securities shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Holder were offered to the public exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligation of each Holder of Registrable Securities to contribute pursuant to this Section 2.07 is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all the Holders and not joint.

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Section 2.08 Nominees of Beneficial Owners.

In the event that any Registrable Securities are held by a nominee for the Beneficial Owner thereof, the Beneficial Owner thereof may, at its election, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any holder of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement. If the Beneficial Owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such Beneficial Owner’s ownership of such Registrable Securities.

Section 2.09 Rule 144 .

The Company shall use all commercially reasonable efforts to take all actions necessary to comply with the filing requirements described in Rule 144(c)(1) or any successor thereto so as to enable the Holders to sell Registrable Securities without registration under the Securities Act. Upon the written request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with the filing requirements under Rule 144(c)(1) or any successor thereto.

Section 2.10 Information Blackout .

(a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “ Information Blackout ”), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, until the earlier of:

(i) sixty (60) days after the Company makes such good faith determination, and

(ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “ Blackout Period ”).

(b) Any delivery by the Company of notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 or 2.12 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration.

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(c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue for more than forty-five (45) consecutive days.

(d) Notwithstanding the foregoing, the Company shall not exercise its rights under Section 2.10(a) unless it has applied the same information blackout restriction to all other holders of registration rights.

Section 2.11 Restriction on Company Grants of Subsequent Registration Rights .

The Company agrees that, without the prior written consent of the Holders of a majority of the Outstanding Registrable Securities, it shall not enter into any agreement with the holder or prospective holder of any securities of the Company that would grant such holder or prospective holder any registration rights.

Section 2.12 Investor Demand Rights . Following the Effective Date, the Company shall, as soon as commercially reasonable, but in no event later than forty five (45) days after the Effective Date, file a Registration Statement under the Securities Act on any permitted form that qualifies, and is available for, the resale of the Registrable Securities held by the Investors (the “ Investor Demand Registration ”). The Company shall use its reasonable best efforts to (i) cause such Investor Demand Registration to become effective as promptly thereafter as practicable, but in any event not later than one hundred twenty (120) days after the Effective Date if the Company receives comments to the Investor Demand Registration from the Commission (“ SEC Comments ”) or ninety (90) days after the Effective Date if the Company does not receive SEC Comments and (ii) obtain acceleration of the effective date of the Registration Statement relating to such registration.

ARTICLE III

TRANSFERS

Section 3.01 Transfer of Rights .

(a) A Holder may transfer all or any portion of its rights with respect to the Registrable Securities under this Agreement to any Person (each, a “ Transferee ”), and any such Transferee may likewise transfer all or any portion of the rights it acquires with respect to the Registrable Securities to a subsequent Transferee. A Holder and any Transferee who transfers securities to another Person is referred to herein as a “ Transferring Holder .”

(b) Any such transfer of rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Transferring Holder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a written agreement from the Transferee to be bound by the terms of this

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Agreement, upon which such Transferee will be deemed to be a party hereto and have the rights and obligations of the Transferring Holder hereunder with respect to the Registrable Securities transferred.

(c) In the event the Company engages in a merger or consolidation in which the shares of Common Stock or Preferred Stock, as applicable, are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company will use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement, unless otherwise agreed by the Holders.

Section 3.02 In-Kind Distributions .

If a Holder seeks to effectuate an in-kind distribution, a transfer or an assignment of all or part of its shares of Common Stock or Preferred Stock to its direct or indirect equityholders or any Affiliates thereof, then the Company will cooperate with such Holder and the Company’s transfer agent to facilitate such transaction in the manner reasonably requested by such Holder.

ARTICLE IV

MISCELLANEOUS

Section 4.01 Consent to Assignment.

This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties hereto including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of applicable law. .

Section 4.02 Entire Agreement and Amendments.

This Agreement constitutes the entire agreement among the parties, and merges and supersedes all previous agreements and understandings among the parties, whether oral or written, relating to the subject matter hereof. No amendment, modification or interpretation of this Agreement will have any effect unless it is reduced to writing, makes specific reference to this Agreement and is signed by all of the parties.

Section 4.03 Notices.

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and if mailed by prepaid first-class mail or certified mail, return receipt requested, at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the earlier of the date shown on

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the receipt or three Business Days after the postmarked date thereof and, if telexed or telecopied, the original notice shall be mailed by prepaid first class mail within twenty-four (24) hours after sending such notice by telex or telecopy, and shall be deemed to have been received on the next Business Day following dispatch and acknowledgment of receipt by the recipient’s telex or telecopy machine. In addition, notices hereunder may be delivered by hand, in which event the notice shall be deemed effective when delivered, or by overnight courier, in which event the notice shall be deemed to have been received on the next Business Day following delivery to such courier. All notices and other communications under this Agreement shall be given to the parties hereto at the following addresses:

If to the Company:

Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.)

402 Bluebird Blvd.

Fort Valley, GA 31030

Attention: Phil Tighe and Paul Yousif

Fax No.: (478)-822-3609

with a copy (which shall not constitute notice) to:

Cerberus Capital Management L.P.

875 Third Avenue

New York, NY 10022

Attention: Dev Kapadia

Fax No.: (212) 755-3009

If to Traxis:

The Traxis Group B.V.

c/o Cerberus Capital Management L.P.

875 Third Avenue

New York, NY 10022

Attention: Dev Kapadia

Fax No.: (212) 755-3009

with a copy (which shall not constitute notice) to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Richard A. Presutti

Fax No.: (212) 593-5955

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If to the Investors:

If to Investor I or Investor II, to them at:

c/o Osterweis Capital Management

1 Maritime Plaza, Suite 800

San Francisco, CA 94111

If to Investor III or Investor IV, to them at:

601 Gateway Blvd., Suite 1050

South San Francisco, CA 94080

If to Investor V, Investor VI, Investor VIII or Investor VIII, to them at:

c/o Coliseum Capital Management, LLC

One Station Place, 7th Floor South

Stamford, CT 06902

Attention: Adam Gray

Facsimile: (203) 286-1111

with a copy (which shall not constitute notice) to:

Paul Hastings LLP

75 E. 55th Street

New York, NY 10022

Attention: Barry Brooks

Facsimile: (212) 230-7777

Any party hereto may change its address specified for notices herein by designating a new address by notice in accordance with this Section 4.03.

Section 4.04 Non-Waiver.

The waiver by any party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver of any other breach or default of the same or of any other term, covenant, condition, agreement or obligation.

Section 4.05 Governing Law, Jurisdiction.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles.

(b) Each of the parties hereto (a) hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court), or if under applicable law exclusive jurisdiction of such action is vested in the federal courts, then the United States District Court for the District of Delaware,

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(b) expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and (c) waives and agrees not to raise (by way of motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have in such Action.

Section 4.06 Captions.

All captions are inserted for convenience only, and will not affect any construction or interpretation of this Agreement.

Section 4.07 Severability.

Any provision of this Agreement which is or may become prohibited or unenforceable, as a matter of law or regulation, will be ineffective only to the extent of such prohibition or unenforceability and shall not invalidate the remaining provisions hereof if the essential purposes of this Agreement may be given effect despite the prohibition or unenforceability of the affected provision.

Section 4.08 Equitable Remedies .

The parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other parties and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, such remedy being in addition to and not in lieu of, any other rights and remedies to which the other parties are entitled to at law or in equity.

Section 4.09 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

Section 4.10 Recapitalizations, Exchanges, Etc. Affecting Common Stock.

Except as otherwise provided in this Agreement, the provisions of this Agreement shall apply to any and all shares of capital stock or other securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, transfer of Equity Interests or otherwise) which may be issued in respect of, in exchange for, or in substitution of, any shares of Common Stock by reason of any reorganization, recapitalization, reclassification, merger, consolidation, partial or complete liquidation, sale of assets, spin-off, stock dividend,

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split, distribution to stockholders or combination of the shares of Common Stock or any other change in the Company’s capital structure, in order to preserve fairly and equitably as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

[remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories thereunto duly authorized as of the date first set forth above.


BLUE BIRD CORPORATION (formerly known as Hennessy Capital Acquisition Corp.)

By:
Name:
Title:

THE TRAXIS GROUP B.V.

By:
Name:
Title:

INVESTORS:

THE OSTERWEIS STRATEGIC INCOME FUND

By:
Name:
Title:

THE OSTERWEIS STRATEGIC INVESTMENT FUND

By:
Name:
Title:

OVERLAND RELATIVE VALUE MASTER FUND LP

By:
Name:
Title:

OVERLAND VICEROY MASTER FUND LP

By:
Name:
Title:

[Signature Page to Registration Rights Agreement]


COLISEUM SCHOOL BUS HOLDINGS, LLC

By:
Name:
Title:

COLISEUM CAPITAL PARTNERS, L.P.

By:
Name:
Title:

COLISEUM CAPITAL PARTNERS II, L.P.

By:
Name:
Title:

BLACKWELL PARTNERS LLC – SERIES A

By:
Name:
Title:

[Signature Page to Registration Rights Agreement]

Exhibit 10.14

AMENDED AND RESTATED SCHOOL BUS HOLDINGS INC. PHANTOM AWARD PLAN

1. Purpose . The purpose of the School Bus Holdings Inc. Phantom Award Plan is to motivate and retain certain individuals who are responsible for the attainment of the primary long term performance goals of the Company and its Affiliates.

2. Definitions . When used herein, the following terms shall have the following meanings.

“ Administrator ” means the Board, or a committee or other designee of the Board, duly appointed to administer the Plan.

“ Affiliate ” means any Person that controls, is controlled by, or is under common control with such Person. As used herein, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or to cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.

“ Award Percentage ” means, with respect to a Phantom Award, the percentage of the Distributions that the Participant is entitled to receive.

“ Board ” means the Board of Directors of the Company.

“ Capital Contributions ” means capital contributions made by the Investor Holders following the Effective Date.

“ Cause ” means, as determined by the Board or its designee, (i) conviction of or plea of nolo contendere to a felony by Participant; (ii) acts of dishonesty by Participant resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its Subsidiaries; (iii) conduct by Participant in connection with his duties that is fraudulent, unlawful or grossly negligent, including, but not limited to, acts of discrimination; (iv) engaging in personal conduct by Participant (including but not limited to employee harassment or discrimination, the use or possession at work of any illegal controlled substance) which seriously discredits or damages the Company or any of its Subsidiaries; (v) contravention of specific lawful direction from the Board or continuing inattention to or continuing failure to adequately perform the duties to be performed by Participant or; (vi) breach of any restrictive covenants that participate is subject to; provided, that , in the event that the Participant is subject to an any Employment Agreement with the Company or any of its Subsidiaries that contains a definition of “cause,” “Cause” under this Plan shall have the meaning set forth in such Employment Agreement.

“Change in Control ” shall mean (i) if any Person (other than an Investor Holder) becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of the then issued and outstanding securities of the Company (or either of its successors) or the Investor Holders no longer have the right by ownership or agreement to designate a majority of the Board; provided, that any underwriter or Person performing that role who

becomes the beneficial owner of securities of the Company in connection with a public offering shall not constitute a Person described in this clause (i), or (ii) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company (or either of its successors), whether by sale of assets, merger or otherwise (determined on a consolidated basis) to another Person other than a transaction in which the survivor or transferee is a Person controlling, controlled by, or under common control with, directly or indirectly, the Investor Holders.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor statute thereto.

“ Company ” means School Bus Holdings Inc.

“ Creditable Distributions ” means (x) a Participant’s Award Percentage multiplied by (y) the Distributions.

“ Disability ” means a determination by the Company in accordance with applicable law and the Company’s disability policies, that as a result of a physical or mental injury or illness, the Participant is unable to perform the essential functions of his or her job with or without reasonable accommodation for a period of (i) 90 consecutive days, or (ii) 180 days in any one (1) year period.

“ Distributions ” means, unless otherwise defined in a Phantom Award Agreement, distributions made to the Investor Holders on their Initial Investment in the Company after the Investor Holders have received the return of (x) their Initial Investment and (y) any Capital Contributions plus an annually compounded return of fifteen percent (15%) on any such Capital Contributions.

“ Effective Date ” means the date set forth in Section 17 hereof.

“ Employment Agreement ” means an agreement between a Participant and the Company or a Subsidiary of the Company which sets forth the terms and conditions to employment of the Participant by the Company or a Subsidiary of the Company.

“ Fair Market Value ” means the fair market value of the Phantom Awards as determined in good faith by the Board or its designee.

“ Grant Date ” means the date on which a Phantom Award under the Plan is granted to a Participant.

“ Initial Investment ” means Forty Million Dollars ($40,000,000).

“ Investor Holders ” means, collectively, Bus America Holding BV, Homerica Investment BV, Cerberus International, Ltd., Cerberus Partners L.P., Cerberus Institutional Series Three Holdings LLC, Cerberus Institutional America 2, and any other Affiliate under the control of Cerberus Capital Management, L.P. or Homerica Investment BV, and any subsequent transferee or purchaser of any capital stock or other form of equity interests in any such entity.

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“ Participant ” means any employee, director, officer or any consultant of the Company or any Subsidiary of the Company who is selected to participate in the Plan in accordance with Section 4 hereof.

“ Person ” means any individual, partnership, firm, trust, corporation, limited liability company or other similar entity. When two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of shares or similar equity interests of the Company, such partnership, limited partnership, syndicate or group shall be deemed a “Person.”

“ Phantom Award ” means a right to receive an Award Percentage of the Distributions.

“ Phantom Award Agreement ” means the agreement between the Company and each Participant setting forth the terms and conditions applicable to a Phantom Award.

“ Plan ” means this Amended and Restated School Bus Holdings Inc. Phantom Award Plan.

“ Subsidiary ” means, with respect to any Person, any corporations, partnerships, business trusts, joint stock companies, associations, limited liability companies or other business entities of which (a) if a corporation, a majority of the total voting power of 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 (b) if a partnership, limited liability company, business trust, joint stock company, association or other business entity other than a corporation, a majority of the partnership, membership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that 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 partnership, limited liability company, business trust, joint stock company, association or other business entity other than a corporation if such Person or Persons shall be allocated a majority of the partnership, association or other business entity gains or losses or shall be or control the managing director, manager, a general partner or the trustee of such partnership, limited liability company, business trust, joint stock company, association or other business entity.

“ Unvested Distributions ” shall mean Creditable Distributions with respect to Unvested Phantom Awards.

“ Unvested Phantom Awards ” shall mean any Phantom Awards that are not Vested Phantom Awards.

“ Vested Distributions ” shall mean Creditable Distributions with respect to Vested Phantom Awards.

“ Vested Phantom Awards ” means any Phantom Award that have vested pursuant to a Phantom Award Agreement.

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3. Administration . The Plan shall be administered by the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority to:

(a) select the Participants;

(b) determine the Award Percentage covered by any Phantom Award; and

(c) establish from time to time regulations for the administration of the Plan, interpret the Plan, delegate in writing administrative matters to committees of the Board or to other persons, and make such other determinations and take such other action as it deems necessary or advisable for the administration of the Plan.

All decisions, actions and interpretations of the Administrator shall be final, conclusive and binding upon all parties. With respect to Phantom Awards granted to a Participant who is a nonemployee director, the Plan shall be administered by the full Board and any references to the Administrator shall be deemed to be references to the Board.

4. Participation . Participants in the Plan shall be limited to those employees, directors and consultants of the Company or any of its Subsidiaries who have been notified in writing by the Administrator that they have been selected to participate in the Plan.

5. Phantom Awards Subject to the Plan .

(a) The maximum aggregate Award Percentage attributable to the Phantom Awards available under the Plan shall not exceed fifteen percent (15%).

(b) If any Phantom Award granted under the Plan shall be canceled, shall expire, or shall be repurchased, new Phantom Awards may thereafter be granted or purchased covering such Award Percentage.

6. Terms and Conditions of Phantom Awards .

(a) Grant of Phantom Awards . The Administrator may grant to a Participant the Award Percentage set forth in the Phantom Award Agreement. In connection with such grant, the Participant may be required to purchase the Phantom Award at a price set forth in the Phantom Award Agreement for such Participant.

(b) Vesting . Phantom Awards granted under the Plan shall vest at such time and upon such terms and conditions as may be determined by the Administrator, as set forth in a Phantom Award Agreement.

(c) Transferability of Phantom Awards . No Phantom Award granted under the Plan and no right arising under such Phantom Award shall be transferable other than by will or by the laws of descent and distribution except in accordance with the Plan or a Phantom Award Agreement.

(d) Distributions .

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(i) After the grant of Phantom Awards, a Participant shall be entitled to receive, as soon as practicable following the payment of Distributions to the Investor Holders, the Vested Distributions.

(ii) After the grant of Phantom Awards, a Participant shall be credited into a bookkeeping account (a “ Deferred Distribution Account ”) an amount equal to the Unvested Distributions. To the extent that the Unvested Phantom Awards underlying the Unvested Distributions become Vested Phantom Awards, the Participant shall be entitled to receive a payment with respect to such Unvested Distributions within thirty (30) days following the date such Unvested Phantom Awards become Vested Phantom Awards.

7. Termination of Employment/Service . Unless otherwise provided in a Phantom Award Agreement:

(a) Phantom Interests .

(i) Upon a termination of employment or service of a Participant for any reason, the Unvested Phantom Awards shall be forfeited without consideration.

(ii) In the event of a termination of employment or service of a Participant for any reason, except as otherwise provided in a Phantom Award Agreement, the Vested Phantom Awards shall immediately terminate without the payment of consideration; provided, however, that, if the Participant’s employment is terminated (i) due to the Participant’s death or Disability or (ii) by the Company without Cause, the Vested Phantom Awards shall immediately terminate in consideration for an aggregate amount equal to the Fair Market Value of such Vested Phantom Award as of the date of such termination of employment or service; provided further that the Company may, in its sole discretion, deliver a promissory note to the Participant to pay the consideration for the cancellation of any Vested Phantom Award, with interest calculated at the prime rate (as defined in the Wall Street Journal), over a period not to exceed three (3) years.

(iii) Notwithstanding the foregoing, except as otherwise provided in a Phantom Award Agreement, upon a Change in Control prior to the Participant’s termination of employment, the Vested Phantom Award shall immediately terminate in consideration for an amount equal to the Fair Market Value of such Vested Phantom Award as of the time of such Change in Control and the Unvested Phantom Award shall terminate (if applicable pursuant to the vesting provisions of the Participant’s Phantom Award Agreement) without cosideration.

(b) Distributions . Upon a termination of employment or service of a Participant for any reason, the Unvested Distributions credited to such Participant’s Deferred Distribution Account shall be forfeited without consideration. Upon a Change in Control prior to the Participant’s termination of employment or service, the Unvested Distributions credited to the Participant’s Deferred Distribution Account shall be forfeited (if applicable pursuant to the vesting provisions of the Participant’s Phantom Award Agreement) without consideration. Following a termination of employment or service of a Participant for any reason or a Change in Control, the Participant shall not be entitled to receive any further Distributions.

-5-

8. Adjustments . In the event that the Investor Holders make, or a third party makes, an investment relating to the Company or any of its Affiliates following the Effective Date, the Administrator may, in its sole discretion and without liability to any person, make an adjustment, if any, as it deems to be equitable to the Plan or any outstanding Phantom Award, including, without limitation, adjusting the performance vesting criteria of any outstanding Phantom Award.

9. Plan and Awards Not to Confer Rights with Respect to Continuance of Employment or Relationship . Neither the Plan nor any action taken thereunder shall be construed as giving any participant any right to continue such Participant’s relationship with the Company or any of its Subsidiaries, nor shall it give any employee the right to be retained in the employ of the Company or any of its Subsidiaries, or interfere in any way with the right of the Company or any of its Subsidiaries to terminate any Participant’s employment or relationship, as the case may be, at any time with or without Cause.

10. No Claim or Right Under the Plan for Phantom Awards . No employee, director or consultant of the Company or any of its Subsidiaries shall at any time have the right to be selected as a Participant in the Plan nor, having been selected as a Participant and granted a Phantom Award, to be granted any additional Phantom Award.

11. Taxes . The Company may make such provisions and take such steps as it may deem necessary or appropriate with respect to all federal, state, local and other taxes applicable to the grant, payment and holdings of Phantom Awards or the payment of the Deferred Distribution Account.

12. No Liability of Administrator . No member of the Administrator shall be personally liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Administrator or for any mistake of judgment made in good faith, and the Company shall be indemnify and hold harmless each such member and each employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless such act arises out of such person’s own fraud or willful misconduct.

13. Amendment or Termination . The Administrator may, with prospective or retroactive effect, amend, suspend or terminate the Plan or any portion thereof at any time and for any reason; provided, however , that (i) no amendment, suspension, or termination, without the consent of the Participants, shall affect adversely any then outstanding Phantom Awards, and (ii) no amendment or other action that requires shareholder approval in order for the Plan to continue to comply with applicable law, rule or regulation shall be effective unless such amendment or other action shall be approved by the requisite vote of shareholders of the Company entitled to vote thereon. Notwithstanding any terms of the Plan to the contrary, the Plan may be amended or modified by the Administrator at any time to the extent necessary to prevent non-compliance with Section 409A of the Code.

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14. Captions . The captions preceding the sections of the Plan have been inserted solely as a matter of convenience and shall not in any manner define or limit the scope or intent of any provision of the Plan.

15. Governing Law . The Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without reference to conflict of laws principles.

16. Severability . In the event that any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

17. Effective Date . The Plan shall become effective as of [ ], 2009.

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Exhibit 10.15

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SCHOOL BUS

HOLDINGS INC. PHANTOM AWARD PLAN

Dated as of September 21, 2014

Amendment made as of September 21, 2014 to the Amended and Restated Schools Bus Holdings Inc. Phantom Award Plan (the “ Plan ”).

WHEREAS, School Bus Holdings Inc. (“ School Bus ”) has maintained the Plan to motivate and retain certain individuals who are responsible for the attainment of the primary long-term performance goals of Traxis and its affiliates;

WHEREAS, pursuant to the Purchase Agreement by and between The Traxis Group B.V. (“ Traxis ”) and Hennessy Capital Acquisition Corp. (the “ Purchaser ”) relating to the purchase of capital stock of School Bus dated as of the date hereof (the “ Purchase Agreement ”), the Purchaser acquired from the Traxis all of the outstanding shares of capital stock of School Bus effective as of the Closing (as defined in the Purchase Agreement);

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, effective as of the Closing, School Bus assigned to Traxis and Traxis assumed the Plan, the award agreements and all liabilities which are related to the Plan or may arise thereunder; and

WHEREAS, Traxis and School Bus each desire that Traxis will maintain the Plan on terms substantially similar to those currently in effect.

NOW, THEREFORE, pursuant to Section 13 of the Plan, the Plan is hereby amended, effective as of the Closing, to provide as follows:

1. The name of the Plan shall be changed to “Amended and Restated The Traxis Group B.V. Phantom Award Plan.” The phrase “the School Bus Holdings Inc. Phantom Award Plan” in Section 1 of the Plan and “this Amended and Restated School Bus Holdings Inc. Phantom Award Plan” in Section 2 shall each be deleted and replaced with the phrase “The Traxis Group B.V. Phantom Award Plan”.

2. The definition of “ Board ” set forth in Section 2 of the Plan shall be amended to read in its entirety as follows:

““ Board ” shall mean the Board of Directors of The Traxis Group B.V.”

3. The definitions of “ Cause ”, “ Employment Agreement ” and “ Participant ”, each as set forth in Section 2 of the Plan and Sections 4, 9 and 10 of the Plan shall be amended by deleting each instance of the phrase “the Company or any of its Subsidiaries” and replacing each such instance with “The Traxis Group B.V., the Company or any of their Subsidiaries”.

4. The definition of “ Change in Control ” set forth in Section 2 of the Plan shall be amended by deleting the following:

“or the Investor Holders no longer have the right by ownership or agreement to designate a majority of the Board”

5. The definition of “ Disability ” set forth in Section 2 of the Plan shall be amended to replace the first reference to “Company” with “Administrator”.

6. The definition of “ Investor Holders ” set forth in Section 2 of the Plan shall be amended to replace “Bus America Holding BV” with “The Traxis Group B.V.”

7. Section 4 of the Plan shall be amended to insert the following sentence at the end thereof:

“No new Participants will be permitted after the Closing Date (as such term is defined in the Purchase Agreement).”

8. Section 6(d)(i) of the Plan shall be amended to read in its entirety as follows:

“(i) After the grant of Phantom Awards, a Participant shall be entitled to receive, as soon as practicable following the payment of Distributions to the Investor Holders, but in no event later than March 15 in the year following the year in which such Distributions were made, the Vested Distributions.”

9. Section 7(a)(ii) of the Plan shall be amended by deleting the phrase “Company may, in its sole discretion” and replacing it with the phrase “Administrator may, in the Administrator’s sole discretion”.

10. A new Section 7(c) shall be added to read in its entirety as follows:

“(c) Payments . All payments due hereunder shall be paid in accordance with the terms of the Plan and applicable Phantom Award Agreement, provided that in no event shall such payments be paid following March 15 in the year following the year in which such vested payments otherwise become due to the Participant.”

11. Section 11 of the Plan shall be amended by deleting the word “Company” and replacing it with the word “Administrator”.

12. Section 12 of the Plan shall be amended by replacing references to “the Company” with “The Traxis Group B.V.”

13. Section 13 of the Plan shall be amended by adding the following to the end of Section 13:

“It is the intention of the Administer that this Plan at all times be operated in accordance with the requirements of Section 409A of the Code, as amended, and any Treasury Regulations or other Treasury guidance issued thereunder (collectively, “Section 409A”), if applicable, and any provision contained herein shall be construed in a manner that is in compliance with Section 409A, if applicable. Payments provided herein are intended to be exempt from Section 409A to the maximum extent possible under the short-term deferrals exception described in Treasury regulation § 1.409A-1(b)(4). Each payment hereunder shall constitute a “separately identified” amount within the meaning of Treasury regulation § 1.409A-2(b)(2).”

14. Sections 14 through 17, and all references thereto, shall be renumbered as Sections 15 through 18, and a new Section 14 shall be added immediately after Section 13 as follows:

“14. Plan Obligations . Following the effective date of Amendment No. 1 to the Plan, The Traxis Group B.V. shall be responsible for all payments which shall be made under the Plan; provided that , in order to ease The Traxis Group B.V.’s administrative burdens under the Plan, the Company, upon reasonable request from The Traxis Group B.V. and to the extent permitted by applicable law, shall distribute cash from The Traxis Group B.V. to the Participants through the Company’s payroll, in accordance with the terms of the Plan, provided that prior to such payments being due, the Company receives from The Traxis Group B.V. (i) all amounts to be distributed to the Participants and (ii) all amounts attributable to the employment taxes related to such distributions (including the employer portion of all payroll taxes). For the avoidance of doubt, Participants are creditors of The Traxis Group B.V. and not of the Company.”

The Plan, except as otherwise set forth herein, shall remain in full force and effect in all other respects.

Exhibit 10.16

BLUE BIRD CORPORATION

INCENTIVE STOCK OPTION GRANT AGREEMENT

This Stock Option Grant Agreement (the “ Grant Agreement ”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “ Date of Grant ”) by and between Blue Bird Corporation, a Delaware corporation (the “ Company ”), and the individual named in Exhibit A hereto (the “ Optionee ”).

WHEREAS, the Company desires to provide the Optionee an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and

WHEREAS, to give effect to the foregoing intention, the Company desires to grant the Optionee an option pursuant to the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “ Plan ”) to acquire the Company’s common stock, par value $.0001 per share (the “ Common Stock ”);

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:

1. Grant . The Company hereby grants the Optionee an Incentive Stock Option (the “ Option ”) to purchase up to the number of shares of Common Stock (the “ Shares ”) set forth in Exhibit A hereto at the exercise price per Share (the “ Exercise Price ”) set forth in Exhibit A , subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Grant Agreement shall have the meanings as set forth in the Plan.

This Option is intended to qualify as an “incentive stock option” (“ ISO” ) under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). However, notwithstanding such designation, if the Optionee becomes eligible in any given year to exercise ISOs for Shares having a Fair Market Value in excess of $100,000, those options representing the excess shall be treated as Nonqualified Stock Options. In the previous sentence, “ISOs” include ISOs granted under any plan of the Company or any parent or any Subsidiary of the Company. For the purpose of deciding which options apply to Shares that “exceed” the $100,000 limit, ISOs shall be taken into account in the same order as granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. The Optionee hereby acknowledges that there is no assurance that the Option will, in fact, be treated as an ISO under Section 422 of the Code.

the remaining seventy-five percent (75%) of the total number of Shares subject to the Option set forth on Exhibit A shall vest and become exercisable in equal monthly installments on the last day of each the thirty-six (36) calendar months following such one-year anniversary date; provided, however, that no portion of this Option shall vest and become exercisable after the date on which the Optionee’s Service with the Company and its Subsidiaries terminates.

3. Exercise Period Following Termination of Service . This Option shall terminate and be canceled, to the extent not exercised, on the ninetieth (90 ^th ) day after the Optionee’s Service with the Company and its Subsidiaries terminates, except that if such termination of Service with the Company and its Subsidiaries is due to the Optionee’s death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, this Option shall terminate and be canceled on the one-year anniversary of the date of such termination of Service. Notwithstanding the foregoing, in the event that the Optionee’s Service with the Company and its Subsidiaries is terminated for “Cause” (as defined below), then the Option (whether or not then exercisable to any extent) shall immediately terminate on the date of such termination of Service and shall not be exercisable for any period following such date. Notwithstanding anything contained herein to the contrary, in no event may this Option be exercised later than the Expiration Date set forth in Exhibit A and in no event shall this Option be exercised for more Shares than the Shares which otherwise have become exercisable as of the date of termination of Service.

For purposes of the foregoing, the Optionee’s Service with the Company and its Subsidiaries shall be deemed to be terminated for “ Cause ” if such termination is due to the Optionee’s (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or that materially and adversely affects the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has with its customers or suppliers, (ii) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty in the course of Optionee’s employment; (iii) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (v) below) to the Company or its Affiliates (other than due to a Disability), which refusal, if curable, is not cured within 10 days after delivery of written notice thereof; (iv) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 10 days after the delivery of written notice thereof; or (v) breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding the foregoing, if Optionee and the Company (or any of its Subsidiaries) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then “Cause” shall have the meaning defined in that employment agreement, consulting agreement or other agreement.

4. Method of Exercise . This Option is exercisable by delivery to the Company of an exercise notice (the “ Exercise Notice ”) in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the “ Exercised Shares ”), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares in (i) in cash; (ii) by check; or (iii) in such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the Plan and by applicable law. Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements and the Optionee’s share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

5. Covenants Agreement . This Option shall be subject to forfeiture at the election of the Company in the event that the Optionee breaches any agreement between the Optionee and the Company with respect to noncompetition, nonsolicitation, assignment of inventions and contributions and/or nondisclosure obligations of the Optionee.

6. Taxes . By executing this Grant Agreement, Optionee acknowledges and agrees that Optionee is solely responsible for the satisfaction of any applicable taxes that may be imposed on Optionee that arise as a result of the grant, vesting or exercise of the Option, including without limitation any taxes arising under Section 409A of the Code (regarding deferred compensation) or Section 4999 of the Code (regarding golden parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or otherwise indemnify or hold Optionee harmless from any or all of such taxes.

7. Non-Transferability of Option . This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Grant Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

8. Securities Matters . All Shares and Exercised Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided by Federal or state law. The Company shall not be obligated to sell or issue any Shares or Exercised Shares pursuant to this Grant Agreement unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and all applicable state securities laws, or are exempt from registration thereunder. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law. By executing this Agreement, the Optionee acknowledges that the Company will not be able to file a Registration Statement on Form S-8 with the Securities and Exchange Commission registering the Shares until at least sixty days after the date on which the Company changed its name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation.

9. Investment Purpose . The Optionee represents and warrants that unless the Shares are registered under the Securities Act, any and all Shares acquired by the Optionee under this Grant Agreement will be acquired for investment for the Optionee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act. The Optionee agrees not to sell, transfer or otherwise dispose of such Shares unless they are either (1) registered under the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel.

10. Lock-Up Agreement . The Optionee hereby agrees that in the event that the Optionee exercises this Option during a period in which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then, as a condition to such exercise, the Optionee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Optionee shall agree to restrictions on transferability of the Shares comparable to the restrictions agreed upon by such directors or officers of the Company.

11. Other Plans . No amounts of income received by the Optionee pursuant to this Grant Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or its subsidiaries, unless otherwise expressly provided in such plan.

transactions contemplated hereunder and the exercise schedule set forth herein do not constitute an express or implied promise of continued employment or other Service for the exercise period or for any other period, and shall not interfere with the Optionee’s right or the right of the Company or its Subsidiaries to terminate the employment or Service relationship at any time, with or without cause, subject to the terms of any written employment agreement that the Optionee may have entered into with the Company or any of its Subsidiaries; and (ii) the Company would not have granted this Option to the Optionee but for these acknowledgements and agreements.

13. Entire Agreement; Governing Law . The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and the Optionee. In the event of any conflict between this Grant Agreement and the Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This Grant Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

14. Opportunity for Review . Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein.

15. Section 409A . This Option is intended to be excepted from coverage under Section 409A and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without the Optionee’s consent, modify or amend the terms of this Grant Agreement, impose conditions on the timing and effectiveness of the exercise of the Option by Optionee, or take any other action it deems necessary or advisable, to cause the Option to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the date set forth in Exhibit A .


BLUE BIRD CORPORATION

By:
		Name:
		Title:

OPTIONEE


Name:

EXHIBIT A

BLUE BIRD CORPORATION

INCENTIVE STOCK OPTION GRANT AGREEMENT


(a).		Optionee’s Name:



(b).		Date of Grant:



(c).		Number of Shares Subject to the Option:



(d).		Exercise Price: $ per Share



(e).		Expiration Date:


		(Initials)
Optionee

		(Initials)
Company Signatory

Exhibit 10.17

BLUE BIRD CORPORATION

NONQUALIFIED STOCK OPTION GRANT AGREEMENT

WHEREAS, the Company desires to provide the Optionee an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:

1. Grant . The Company hereby grants the Optionee a Nonqualified Stock Option (the “ Option ”) to purchase up to the number of shares of Common Stock (the “ Shares ”) set forth in Exhibit A hereto at the exercise price per Share (the “ Exercise Price ”) set forth in Exhibit A , subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Grant Agreement shall have the meanings as set forth in the Plan.

2. Vesting . Except as otherwise provided in this Grant Agreement or in Exhibit A (which shall supersede this Section 2 in the event of any inconsistency between this Section 2 and Exhibit A ), this Option shall vest and become exercisable, in whole or in part, with respect to twenty-five percent (25%) of the total number of Shares subject to the Option set forth on Exhibit A as of the one-year anniversary of the Date of Grant, and the remaining seventy-five percent (75%) of the total number of Shares subject to the Option set forth on Exhibit A shall vest and become exercisable in equal monthly installments on the last day of each of the thirty-six (36) calendar months following such one-year anniversary date; provided, however, that no portion of this Option shall vest and become exercisable after the date on which the Optionee’s Service with the Company and its Subsidiaries terminates.

the event that the Optionee’s Service with the Company and its Subsidiaries is terminated for “Cause” (as defined below), then the Option (whether or not then exercisable to any extent) shall immediately terminate on the date of such termination of Service and shall not be exercisable for any period following such date. Notwithstanding anything contained herein to the contrary, in no event may this Option be exercised later than the Expiration Date set forth in Exhibit A and in no event shall this Option be exercised for more Shares than the Shares which otherwise have become exercisable as of the date of termination of Service.

complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

8. Securities Matters . All Shares and Exercised Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided by Federal or state law. The Company shall not be obligated to sell or issue any Shares or Exercised Shares pursuant to this Grant Agreement unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and all applicable state securities laws, or are exempt from registration thereunder. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law. By executing this Agreement, the Optionee acknowledges that the Company will not be able to file a Registration Statement on Form S08 with the Securities and Exchange Commission registering the Shares until at least sixty days after the date on which the Company changed its name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation.

12. No Guarantee of Continued Service . The Optionee acknowledges and agrees that the right to exercise the Option pursuant to the exercise schedule hereof is earned only by continuing Service with the Company and/or its Subsidiaries (and not through the act of being hired, being granted an option or purchasing shares hereunder). The Optionee further acknowledges and agrees that (i) this Grant Agreement, the transactions contemplated hereunder and the exercise schedule set forth herein do not constitute an express or implied promise of continued employment or other Service for the exercise period or for any other period, and shall not interfere with the Optionee’s right or the right of the Company or its Subsidiaries to terminate the employment or Service relationship at any time, with or without cause, subject to the terms of any written employment agreement that the Optionee may have entered into with the Company or any of its Subsidiaries; and (ii) the Company would not have granted this Option to the Optionee but for these acknowledgements and agreements.

any conflict between this Grant Agreement and the Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This Grant Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the date set forth in Exhibit A .


BLUE BIRD CORPORATION

By:
		Name:
		Title:

OPTIONEE


Name:

EXHIBIT A

BLUE BIRD CORPORATION

NONQUALIFIED STOCK OPTION GRANT AGREEMENT


(a).		Optionee’s Name:



(b).		Date of Grant:



(c).		Number of Shares Subject to the Option:



(d).		Exercise Price: $ per Share



(e).		Expiration Date:


		(Initials)
Optionee

		(Initials)
Company Signatory

Exhibit 10.18

BLUE BIRD CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (the “ Agreement ”), dated as of the “Award Date” set forth in the attached Exhibit A (the “ Award Date ”), is entered into between Blue Bird Corporation, a Delaware corporation (the “ Company ”), and the individual named in Exhibit A hereto (the “ Awardee ”).

WHEREAS, the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and

WHEREAS, to give effect to the foregoing intention, the Company desires to grant the Awardee an award of Restricted Shares of the Company’s common stock, par value $.0001 per share (the “ Common Stock ”), pursuant to the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “ Plan ”);

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:

1. Award . The Company hereby awards the Awardee the number of restricted shares of Common Stock (the “ Restricted Shares ”) set forth in Exhibit A hereto, subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan.

2. Restrictions on Sale or Other Transfer . Each Restricted Share awarded to the Awardee pursuant to this Agreement shall be subject to acquisition by the Company and may not be sold, transferred, assigned or pledged or otherwise be the subject of any disposition during the “Restriction Period” as defined below. One or more stock certificates representing the Restricted Shares shall be registered in the Awardee’s name promptly following the execution of this Agreement. Each Restricted Share shall be held physically or in book entry form with the Company’s transfer agent until the restrictions set forth above with respect to such Restricted Share lapse in accordance with the provisions of Section 3 or until such Restricted Share is forfeited pursuant to Section 3 . Restricted Shares shall be delivered to the Awardee only when and to the extent that the restrictions set forth in Section 3 with respect to such Restricted Shares lapse.

3. Restriction Period . Except as otherwise provided in this Agreement or in Exhibit A (which shall supersede this Section 3 in the event of any inconsistency between this Section 3 and Exhibit A ), the Restricted Shares shall become vested, and the restrictions applicable to Restricted Shares shall lapse, over a period of four (4) years commencing on the Award Date (such period, the “ Restriction Period ”), as follows:


Restrictions applicable to the following percentage of the Restricted Shares:		Shall lapse on the following date; provided that the Awardee is in the Service of the Company or any of its Subsidiaries on such date:
25%		First annual anniversary of the Award Date
25%		Second annual anniversary of the Award Date
25%		Third annual anniversary of the Award Date
25%		Fourth annual anniversary of the Award Date

4. Rights as Shareholder . Except with respect to the restrictions set forth in Section 2 above, upon the issuance to the Awardee of Restricted Shares hereunder, the Awardee shall have all the rights of a shareholder of Common Stock with respect to such Restricted Shares, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto; provided, however, that such dividends and other distributions shall be retained by the Company for the Awardee’s account and for delivery to the Awardee, together with the stock certificate or certificates representing such Restricted Shares as and when said restrictions and conditions shall have been satisfied, expired or lapsed.

5. Forfeiture . Except to the extent otherwise provided in Section 3 , upon termination of the Awardee’s Service with the Company and its Subsidiaries, any Restricted Shares as to which the Restriction Period has not then lapsed shall (together with any dividends or distributions paid or declared thereon) be forfeited by Awardee and such Restricted Shares (together with any dividends or distributions paid or declared thereon) shall thereupon be transferred to the Company at no cost to the Company.

6. Government Regulations . Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of the Plan, all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

7. Investment Purpose . The Awardee represents and warrants that unless the Restricted Shares are registered under the Securities Act of 1933, as amended (the “ Securities Act ”), any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for the Awardee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act. The Awardee agrees not to sell, transfer or otherwise dispose of such shares unless they are either (1) registered under the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel.

8. Securities Law Restrictions . Regardless of whether the offering and sale of shares of Restricted Shares pursuant to this Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

9. Lock-Up Agreement . The Awardee hereby agrees that in the event that the Restriction Period lapses with respect to any of the Restricted Shares at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then Awardee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of such Restricted Shares, and any Restricted Shares for which the Restriction Period may lapse during such time, comparable to the restrictions agreed upon by such directors or officers of the Company.

10. Withholding Taxes . The Company shall have the right to require the Awardee to remit to the Company, or to withhold from amounts payable to the Awardee, as compensation or otherwise, the minimum statutory amount required to satisfy all federal, state and local income tax withholding requirements and the Awardee’s share of applicable employment withholding taxes (including, without limitation, any such income or employment taxes resulting from (i) the expiration of restrictions set forth hereunder that are applicable to any Restricted Shares or (ii) an election made by the Awardee under Section 83(b) of the Internal Revenue Code of 1986, as amended, (the “ Code ”)).

11. Awardee Representations . The Awardee has reviewed with the Awardee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee is relying solely on such advisors, and not on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee understands that the Awardee (and not the Company) shall be responsible for the Awardee’s own liability arising as a result of the transactions contemplated by this Agreement.

12. Section 83(b) Election . The Awardee hereby acknowledges that the Awardee has been informed that, with respect to the Restricted Shares, the Awardee may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and their fair market value on the date of purchase. Absent such an election, taxable income will be measured and recognized by the Awardee at the time or times at which the forfeiture restrictions on the Restricted Shares lapse. The Awardee is strongly encouraged to seek the advice of his or her own tax consultant in connection with the issuance of the Restricted Shares and the advisability of filing of the election under Section 83(b) of the Code. THE AWARDEE

ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S RESPONSIBILTY, BUT RATHER IS THE AWARDEE’S SOLE RESPONSIBILITY, TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Awardee files an election under Section 83(b) of the Code, the Awardee shall promptly furnish the Company with a copy of the election.

13. No Guarantee of Continued Service . The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers on the Awardee any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship at any time, with or without cause, subject to any employment agreement that may have been entered into by the Commpany and the Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgements and agreements.

14. Notices . Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and manner of such electronic means as the Company may permit.

15. Entire Agreement; Governing Law . The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between this Agreement and the Plan, the Plan shall be controlling. This Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

16. Opportunity for Review . Awardee and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. The Awardee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Agreement. The Awardee further agrees to notify the Company upon any change in Awardee’s residence address.

17. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives.

18. Section 409A Compliance . To the extent that this Agreement and the award of Restricted Shares hereunder are or become subject to the provisions of Section

409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company, in its sole discretion and without the Awardee’s consent, as appropriate to maintain compliance with the provisions of Section 409A of the Code.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in Exhibit A .


BLUE BIRD CORPORATION

By:
		Name:
		Title:

AWARDEE


Name:

EXHIBIT A

BLUE BIRD CORPORATION

RESTRICTED STOCK AWARD AGREEMENT


(a).		Awardee’s Name:



(b).		Award Date:



(c).		Number of Restricted Shares Granted:


		(Initials)
Awardee

		(Initials)
Company Signatory

Exhibit 10.19

BLUE BIRD CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “ Agreement ”), dated as of the “Award Date” set forth in the attached Exhibit A (the “ Award Date ”), is entered into between Blue Bird Corporation, a Delaware corporation (the “ Company ”), and the individual named in Exhibit A hereto (the “ Awardee ”).

WHEREAS, the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and

WHEREAS, to give effect to the foregoing intention, the Company desires to grant the Awardee an award of Restricted Stock Units pursuant to the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “ Plan ”);

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:

1. Award . The Company hereby awards the Awardee the number of Restricted Stock Units (each an “ RSU ” and collectively the “ RSUs ”) set forth in Exhibit A hereto, subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan.

2. Vesting . Except as otherwise provided in this Agreement or in Exhibit A (which shall supersede this Section 2 in the event of any inconsistency between this Section 2 and Exhibit A ), the RSUs shall vest in accordance with the following vesting schedule:


The following percentage of the RSUs:		Shall vest on the following date; provided that the Awardee is in the Service of the Company or any of its Subsidiaries on such date:
25%		First annual anniversary of the Award Date
25%		Second annual anniversary of the Award Date
25%		Third annual anniversary of the Award Date
25%		Fourth annual anniversary of the Award Date

For each RSU that becomes vested in accordance with this Agreement, the Company shall issue and deliver to Awardee, on or within ten (10) business days after

becoming vested, one share of the Company’s common stock, par value $.0001 per share (the “ Common Stock ”). Except as provided above, in the event that the Awardee ceases to be in the Service of the Company or any of its Subsidiaries, any RSUs that have not vested as of the date of such cessation of Service shall be forfeited.

3. No Rights as Stockholder . The Awardee shall not be entitled to any of the rights of a stockholder with respect to any share of Common Stock that may be acquired following vesting of an RSU unless and until such share of Common Stock is issued and delivered to the Awardee. Without limitation of the foregoing, the Awardee shall not have the right to vote any share of Common Stock to which an RSU relates and shall not be entitled to receive any dividend attributable to such share of Common Stock for any period prior to the issuance and delivery of such share to Awardee.

4. Transfer Restrictions . Neither this Agreement nor the RSUs may be sold, assigned, pledged or otherwise transferred or encumbered without the prior written consent of the Committee.

5. Government Regulations . Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of the Plan, all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

6. Investment Purpose . The Awardee represents and warrants that any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for the Awardee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”). The Awardee agrees not to sell, transfer or otherwise dispose of such shares unless they are either (1) registered under the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel.

7. Securities Law Restrictions . Regardless of whether the offering and sale of shares of Common Stock issuable to Awardee pursuant to this Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

8. Lock-Up Agreement . The Awardee hereby agrees that in the event any shares of Common Stock become deliverable to Awardee with respect to RSUs at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then Awardee shall enter into an

agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of such shares of Common Stock comparable to the restrictions agreed upon by such directors or officers of the Company.

9. Withholding Taxes . The Company shall have the right to require the Awardee to remit to the Company, or to withhold from amounts payable to the Awardee, as compensation or otherwise, the minimum statutory amount required to satisfy all federal, state and local income tax withholding requirements and the Awardee’s share of applicable employment withholding taxes (including, without limitation, any such income or employment taxes resulting from the vesting of RSUs and the issuance of Common Stock with respect thereto).

10. Awardee Representations . The Awardee has reviewed with the Awardee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee is relying solely on such advisors, and not on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee understands that the Awardee (and not the Company) shall be responsible for the Awardee’s own liability arising as a result of the transactions contemplated by this Agreement.

11. No Guarantee of Continued Service . The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers on the Awardee any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship at any time, with or without cause, subject to any employment agreement that may have been entered into by the Commpany and the Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgements and agreements.

12. Notices . Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and manner of such electronic means as the Company may permit.

13. Entire Agreement; Governing Law . The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between this Agreement and the Plan, the Plan shall be controlling. This Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

14. Opportunity for Review . Awardee and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. The Awardee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Agreement. The Awardee further agrees to notify the Company upon any change in Awardee’s residence address.

15. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives.

16. Section 409A Compliance . To the extent that this Agreement and the award of RSUs hereunder are or become subject to the provisions of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company, in its sole discretion and without the Awardee’s consent, as appropriate to maintain compliance with the provisions of Section 409A of the Code.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in Exhibit A .


BLUE BIRD CORPORATION

By:
		Name:
		Title:

AWARDEE


Name:

EXHIBIT A

BLUE BIRD CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT


(a).		Awardee’s Name:



(b).		Award Date:



(c).		Number of Restricted Stock Units Granted:


		(Initials)
Awardee

		(Initials)
Company Signatory

Exhibit 10.23

INDEMNITY AGREEMENT

This Indemnity Agreement (“ Agreement ”) is made as of , by and between Blue Bird Corporation a Delaware corporation (the “ Company ”), and (“ Indemnitee ”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The Second Amended and Restated Certificate of Incorporation (the “ Charter ”) of the Company and the Bylaws (the “ Bylaws ”) of the Company require the Company to indemnify and advance expenses to its officers and directors of the Company to the fullest permitted by applicable law. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“ DGCL ”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification.

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, in part to provide Indemnitee with specific contractual assurance that the protection promised by the Charter will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Charter or any change in the composition of the Company’s Board of Directors or any acquisition transaction relating to the Company) and so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Services to the Company . Indemnitee will serve as a director and/or officer of the Company and any Enterprise for so long as Indemnitee is duly elected or appointed and until Indemnitee’s successor is duly elected or appointed or until Indemnitee tenders his resignation or is terminated. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event (but in all cases subject to the last sentence of this Section 1 and Section 18 hereof) the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Charter, the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an officer or director of the Company, as provided in Section 18 hereof.

2. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Affiliate” shall mean a Person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified, where the term “control” (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(b) “Associate”, when used to indicate a relationship with any Person, shall mean (i) any corporation or other entity or organization (other than the Company or a Subsidiary) of which such Person is an officer or partner or is, directly or indirectly, the Beneficial Owner of ten percent (10%) or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity (other than an Employee Plan Trustee), (iii) any relative or spouse of such Person, or any relative of such spouse, or (iv) any officer or director (or member of a similar governing body) of any corporation or other entity that is an Affiliate of such Person.

(c) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act (as defined below); or, if such Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to such Rule 13d-3 as in effect on the date hereof; provided , however , that a Person shall, in any event, also be deemed to be the Beneficial Owner of any voting securities: (A) of which such Person or any of its Affiliates or Associates is, directly or indirectly, the Beneficial Owner, or (B) of which such Person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is

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exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the Beneficial Owner of any voting securities solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such Affiliate or Associate is otherwise deemed the Beneficial Owner), or (C) of which any other Person is, directly or indirectly, the Beneficial Owner if such first mentioned Person or any of its Affiliates or Associates acts with such other Person as a partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Company; and provided further , however , that (i) no director or officer of the Company, nor any Associate or Affiliate of any such director or officer, shall, solely by reason of any or all of such directors and officers acting in their capacities as such, be deemed for any purposes hereof, to be the Beneficial Owner of any voting securities of which any other such director or officer (or any Associate or Affiliate thereof) is the Beneficial Owner and (ii) no trustee of an employee stock ownership or similar plan of the Company or any Subsidiary (“ Employee Plan Trustee ”) or any Associate or Affiliate of any such Trustee, shall, solely by reason of being an Employee Plan Trustee or Associate or Affiliate of an Employee Plan Trustee, be deemed for any purposes hereof to be the Beneficial Owner of any voting securities held by or under any such plan.

(d) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

i. Acquisition of Stock by Third Party . Any Person (as defined below), other than The Traxis Group B.V., is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

ii. Change in Board . During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(d)(i) , 2(d)(iii) or 2(d)(iv) ) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

iii. Corporate Transactions . The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being

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converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

iv. Liquidation . The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

v. Other Events . There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

(e) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company.

(f) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(g) “Enterprise” shall mean any Subsidiary of the Company and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee or agent.

(h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(i) “Expenses” shall include all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of all types customarily incurred in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of

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Section 14(d) only, Expenses incurred by or on behalf of Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise.

(j) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(k) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that for purposes of Section 2(d) , Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(l) “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, regulatory, legislative or investigative nature, including any appeal from therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement, including one pending on or before the date of this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

(m) “Subsidiary” shall mean, in respect of any Person, any corporation, association, limited liability company, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership or membership or limited liability company interests) 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 (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person. Unless otherwise specified, any reference to a Subsidiary herein shall mean a Subsidiary of the Company.

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(n) References to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of the Company or which imposes duties on, or involves services by, such director, officer, trustee, partner, managing member, fiduciary, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as such terms are referred to in this Agreement and used in the DGCL.

3. Indemnity in Third-Party Proceedings. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3 , Indemnitee shall be indemnified to the fullest extent permitted by law against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “ Losses ”) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any action, discovery event, claim, issue or matter therein or related thereto, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Charter, the Bylaws, vote of its stockholders or disinterested directors or applicable law.

4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4 , Indemnitee shall be indemnified to the fullest extent permitted by law against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. If applicable law so provides, no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court (as defined below) shall determine upon application that, despite the adjudication of liability, Indemnitee is entitled to indemnification.

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5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by withdrawal or dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he shall be indemnified and held harmless against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

7. Additional Indemnification .

(a) Notwithstanding any limitation in Sections 3 , 4 or 5 hereof, but in addition to such Sections, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is made, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Losses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in this Agreement) to be unlawful.

(b) For purposes of Sections 3, 4, 5, 6 and 7(a) hereof, the meaning of the phrase “ to the fullest extent permitted by law ” shall include, but not be limited to:

i. to the fullest extent authorized or permitted by the provisions of the DGCL as in effect as of the date of this Agreement that authorize or contemplate indemnification by agreement; and

ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

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(c) If (i) Indemnitee is or was affiliated with one or more companies or funds that has invested in the Company (an “ Appointing Stockholder ”) and (ii) such Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding based on the Indemnitee’s Corporate Status, the Appointing Stockholder will be entitled to indemnification hereunder for Losses and Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that any Appointing Stockholders are express third party beneficiaries of the terms of this Section 7(c) .

8. Contribution in the Event of Joint Liability .

(a) Whether or not any of the indemnification and hold harmless rights provided in Sections 3 , 4 , 5 and 7 hereof are available in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by law, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by law, the Company shall contribute to the amount of Expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or amounts paid in settlement, as well as any other equitable considerations. The relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

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(c) The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim made against Indemnitee:

(a) for which payment actually has been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy or other indemnity provision; provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 15(d) below;

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(c) except as otherwise provided in Sections 14(d)-(e) hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or

(d) to the extent such payment would violate Section 402 of the Sarbanes-Oxley Act.

10. Advances of Expenses; Defense of Claim .

(a) Notwithstanding any provision of this Agreement to the contrary, the Company shall advance the Expenses incurred by or on behalf of Indemnitee to the fullest extent permitted by law in connection with any Proceeding (or any part of any Proceeding) not initiated by such Indemnitee (other than as set forth in Sections 14(d) and (e) ) within ten (10) business days after the receipt by the Company of a statement or statements (including, at the request of the Company, reasonable detail underlying the expenses for which payment is requested) requesting such advances from time to time, whether prior to or after final disposition of any

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Proceeding. Advances shall be unsecured, interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Sections 14(d) and (e) , advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 10(a) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9 hereof.

(b) The Company will be entitled to participate in the Proceeding at its own cost and expense.

(c) In the event the Company shall be obligated under this Section 10 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently paid or incurred by Indemnitee with respect to the same Proceeding, provided that (a) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (b) if (1) the employment of counsel by Indemnitee has been authorized by the Company, (2) (i) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of any such defense or (ii) representation by such counsel retained by the Company would be precluded under the applicable standards of professional conduct, or (3) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall also not be entitled to assume or to continue to control the defense, and Indemnitee shall be entitled to assume the defense, of any Proceeding (i) that is brought by or on behalf of the Company, (ii) as to which Indemnitee shall have reasonably made the conclusion provided for in (2) above, (iii) that is brought by a governmental or regulatory agency or (iv) which involves or is reasonably anticipated to involve criminal claims against Indemnitee or claims other than for monetary damages.

11. Procedure for Notification and Application for Indemnification .

(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise unless the Company is materially prejudiced by such failure.

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(b) Indemnitee shall thereafter deliver to the Company a written application to indemnify and hold harmless Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as reasonably appropriate. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) hereof.

12. Procedure Upon Application for Indemnification .

(a) Upon written request by Indemnitee for indemnification pursuant to Section 11(b) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, (D) if so directed by the Board, by the stockholders of the Company, or (E) by a final adjudication by a court of competent jurisdiction. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b) . If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written

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objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 hereof, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) business days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court (as defined below) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the Delaware Court, and the Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(d) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

13. Presumptions and Effect of Certain Proceedings .

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have

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made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be made in accordance with Section 14 ; provided , however , that such thirty (30) day period may be extended for a reasonable time if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time (not to exceed 30 days) for the obtaining or evaluating of documentation and/or information relating thereto or for compliance with applicable advance notice provisions or delivery of meeting materials in connection with any stockholder or board meeting; and provided, further, that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at a meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or any Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company or any Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any Enterprise or on information or records given or reports made to the Company or any Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Company or any Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. Whether or not the foregoing provisions of this Section 13(d) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(e) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing members, fiduciary agent or employee of the Company or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

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(f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

14. Remedies of Indemnitee .

(a) Subject to Section 14(f) , in the event that (i) a determination is made pursuant to Section 12 hereof that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification (as such time period may extended in accordance with Section 13(b) ), (iv) payment of indemnification is not made pursuant to Section 5 , 6 or the last sentence of Section 12(a) hereof within ten (10) business days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3 , Section 4 or Section 7 hereof is not made within ten (10) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or legal proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court (as defined below) to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) If a determination shall have been made pursuant to Section 12(a) hereof that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any such judicial procedure or arbitration commenced pursuant to this Section 14 , the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14 , Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 hereof until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

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(c) If a determination shall have been made pursuant to Section 12(a) hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder.

(e) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) business days after the Company’s receipt of such written request) advance such Expenses to Indemnitee, which are incurred by or on behalf of Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) for indemnification or advancement of Expenses by the Company or to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, advancement or contribution agreement or provision of the Company’s Charter or Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any Person for the benefit of Indemnitee. If Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

15. Non-exclusivity; Survival of Rights; Subrogation .

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall be in addition to any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, Bylaws, any agreement, a vote of stockholders of the Company or a resolution of the Board, or otherwise and shall be interpreted independently of, and without reference to, any other such rights to which Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Charter, Bylaws or this Agreement, it is the intent of the parties hereto that

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Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company or its Subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “ Indemnity Obligations ”) afforded to Indemnitee acting on behalf or at the request of the Company or any of its Subsidiaries, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. Notwithstanding the fact that such Indemnitee’s employer, other than the Company (such persons, together with its and their heirs, successors and assigns, the “ Employer Parties ”), may have concurrent liability to Indemnitee with respect to the Indemnity Obligations, the Company hereby agrees that in no event shall the Company or any of its Subsidiaries have any right or claim against any of the Employer Parties for contribution or have rights of subrogation against any Employer Parties through Indemnitee for any payment made by the Company or any of its Subsidiaries with respect to any Indemnity Obligation. In addition, the Company hereby agrees that in the event that any Employer Parties pay or advance to Indemnitee any amount with respect to an Indemnity Obligation, the Company will, or will cause its Subsidiaries to, as applicable, promptly reimburse such Employer Parties for such payment or advance upon request.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or any Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Appointing Stockholder or certain of its affiliates (collectively, the “ Fund Indemnitors ”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims

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against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 15(d) .

(e) Except as provided in paragraph (d) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(f) Except as provided in paragraph (d) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(g) Except as provided in paragraph (d) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such Enterprise.

16. Settlement .

(a) Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent.

(b) The Company or Indemnitee shall not, without the prior written consent of the other, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (1) includes an admission of fault of the other, any non-monetary remedy affecting or obligation of the other, or monetary loss for which Indemnitee is not wholly indemnified hereunder or (2) with respect to any Proceeding with respect to which Indemnitee may be or is made a party, witness or participant or may be or is otherwise entitled to seek indemnification hereunder, does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. Neither the Company nor Indemnitee shall unreasonably withhold, delay or condition its consent to any proposed settlement or compromise under this Section 16 .

17. Insurance. The Company shall obtain and maintain a policy or policies of director’s and officer’s liability insurance customary for similarly situated companies in a sufficient amount as determined by the Board, with reputable insurance companies providing

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the Indemnitee, other officers of the Company and members of the Board with coverage for losses from wrongful acts, and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee at least the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors. The Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. Except as set forth in Section 15(d) , notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or hold harmless the Indemnitee to the extent the Indemnitee is actually reimbursed from the proceeds of insurance, and in the event the Company makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Company to the extent of such insurance reimbursement.

18. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) six (6) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee served at the request of the Company; or (b) one (1) year after the final termination of any Proceeding (including any rights of appeal thereto) then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 14 hereof relating thereto (including any rights of appeal of any Section 14 Proceeding).

19. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. Further, the invalidity or unenforceability of any provision hereof as to either Indemitee or any Appointing Stockholder or Fund Indemnitor shall in no way affect the validity or enforceability of any provision hereof as to the others.

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20. Enforcement and Binding Effect .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws, any directors and officers insurance maintained by the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

(c) The indemnification and advancement of expenses provided by, or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by any court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking.

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21. Modification and Waiver. No supplement, modification, termination, cancellation or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

22. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, or (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company to:

Blue Bird Corporation

402 Blue Bird Blvd.

Fort Valley, Georgia 31030

or to any other address as may have been furnished to Indemnitee in writing by the Company.

23. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, to the extent permitted by applicable law, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is appropriate to reflect the relative benefits accruing to the Company and Indemnitee with respect to the events giving rise to such indemnifiable event in order to reflect (i) the relative benefits received by the Company, and its directors, officers, employees and agents (other than Indemnitee), and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such indemnifiable event; and (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

24. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) hereof, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or

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proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably The Corporation Trust Company as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

25. Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile, pdf or other electronic document delivery), each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

26. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. In this Agreement, unless the context otherwise requires: (i) whenever required by the context, the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and similar correlative terms) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular subdivision of this Agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.


BLUE BIRD CORPORATION						INDEMNITEE

By:						By:

Name:						Name:
Title:						Address:

[ Signature Page to Indemnity Agreement ]

Exhibit 14.1

BLUE BIRD CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS

I.	Purpose

This Code of Business Conduct and Ethics (this “ Code ”) shall apply to each director, officer and employee of Blue Bird Corporation and its subsidiaries (herein collectively referred to as the “ Company ”). This Code provides a general statement of the Company’s expectations regarding the ethical standards that each director, officer and employee should adhere to while acting on behalf of the Company. Each director, officer and employee is expected to read and become familiar with the ethical standards described in this Code and may be required, from time to time, to affirm his or her agreement to adhere to such standards by signing the Compliance Certificate that appears at the end of this Code.

II.

Administration

The board of directors of Blue Bird Corporation (the “ Board ”) is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates. While the Chief Executive Officer of Blue Bird Corporation will oversee the procedures designed to implement this Code to ensure that they are operating effectively, it is the individual responsibility of each director, officer and employee of the Company to comply with this Code.

III.

Compliance with Laws, Rules, Regulations and Company Practices

The Company will comply with all laws and governmental regulations that are applicable to the Company’s activities, and expects that all directors, officers and employees acting on behalf of the Company will obey all such laws and regulations, and abide by the standards that the Company has established for its business practices. Specifically, the Company is committed to:

•

maintaining a safe and healthy work environment, and conducting our business with integrity and in such a manner as to reinforce the Company’s brand and reputation;

•

providing excellent quality, durable products, and the best overall value and service to our customers;

•

contributing positively to the communities in which we operate;

•

promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex or other factors that are unrelated to the Company’s business interests;

•

seeking to win new business while supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;

•

conducting its activities in full compliance with all applicable environmental laws;

•

keeping the political activities of the Company’s directors, officers and employees separate from the Company’s business;

•

prohibiting any illegal payments to any government officials or political party representatives of any country; and

•

complying with all applicable state and federal securities laws.

Directors, officers and employees are prohibited from illegally trading the Company’s securities while in possession of material, nonpublic (“inside”) information about the Company. The Company’s Insider Trading Policy, which describes the nature of inside information and the related restrictions on trading, shall be deemed a part of this Code.

IV.

Conflicts of Interest; Corporate Opportunities

Directors, officers and employees should not be involved in any activity which creates or gives the appearance of a conflict of interest between their personal interests and the Company’s interests. In particular, no director, officer or employee shall:

•

be a consultant to, or a director, officer or employee of, or otherwise operate an outside business:

•

that markets products or services in competition with the Company’s current or potential products and services;

•

that supplies products or services to the Company, unless unanimous approval has been obtained from the independent, disinterested directors of the Company;

•

that purchases products or services from the Company, unless unanimous approval has been obtained from the independent, disinterested directors of the Company;

•

have any financial interest in any such outside business that might create or give the appearance of a conflict of interest; provided, however, this prohibition shall not include a passive investment in the stock of such outside business not exceeding 5% of the outstanding shares of such outside business;

•

seek or accept any personal loan or services from any such outside business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;

•

be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director’s, officer’s or employee’s responsibilities with and to the Company;

•

accept any personal loan or guarantee of obligations from the Company, except to the extent such arrangements are legally permissible;

•

conduct business on behalf of the Company with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives (unless such transaction has been approved in advance by the Chief Executive Officer of Blue Bird Corporation, or, in any case involving such Chief Executive Officer, the Board); or

•

use the Company’s property, information or position for personal gain.

The appearance of a conflict of interest may exist if an immediate family member of a director, officer or employee of the Company is a consultant to, or a director, officer or employee of, or has a significant financial interest in, a competitor, supplier or customer of the Company, or otherwise does business with the Company.

Directors and officers shall notify the Blue Bird Corporation Vice President of Legal Affairs and employees who are not directors or officers shall notify the Blue Bird Corporation Manager of Human Resources of the existence of any actual or potential conflict of interest.

V.	Confidentiality; Protection and Proper Use of the Company’s Assets

Directors, officers and employees shall maintain the confidentiality of all information entrusted to them by the Company or its suppliers, customers or other business partners, except when disclosure is authorized by the Company or legally required.

Confidential information includes (1) information marked “Confidential,” “Private,” “For Internal Use Only,” or similar legends, (2) technical or scientific information relating to current and future products, services or research, (3) business or marketing plans or projections, (4) earnings and other internal financial data, (5) personnel information, (6) supply and customer lists, (7) information supplied by dealers, customers and suppliers on a confidential basis, (8) proprietary information generated by the Company with respect to dealers, customers or suppliers and (9) other non-public information that, if disclosed, might be of use to the Company’s competitors, or harmful to the Company or its suppliers, customers or other business partners.

To avoid inadvertent disclosure of confidential information, directors, officers and employees shall not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends.

Directors, officers and employees are personally responsible for protecting those Company assets that are entrusted to them and for helping to protect the Company’s assets in general.

Directors, officers and employees shall use the Company’s assets for the Company’s legitimate business purposes only.

VI.

Fair Dealing

The Company is committed to promoting the values of honesty, integrity and fairness in the conduct of its business and sustaining a work environment that fosters mutual respect, openness and individual integrity. Directors, officers and employees are expected to deal honestly and fairly with the Company’s customers, suppliers, competitors and other third parties. To this end, directors, officers and employees shall not:

•

make false or misleading statements to customers, suppliers or other third parties;

•

make false or misleading statements about competitors;

•

solicit or accept from any person that does business with the Company, or offer or extend to any such person,

•

cash of any amount; or

•

any gift, gratuity, meal or entertainment that could influence or reasonably give the appearance of influencing the Company’s business relationship with that person unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations;

•

solicit or accept any fee, commission or other compensation for referring customers to third-party vendors; or

•

otherwise take unfair advantage of the Company’s customers or suppliers, or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

Any employee who is not a director or officer and who is unsure of the propriety of the offer or acceptance of any item of value (as described above) should contact the Manager of Human Resources for clarification and guidance; directors and officers should contact the Blue Bird Corporation Vice President of Legal Affairs.

VII.

Accurate and Timely Periodic Reports

The Company is committed to providing investors with full, fair, accurate, timely and understandable disclosure in the periodic reports that it is required to file.

As a public company it is of critical importance that the Company’s filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with the Company, employees may be called upon to provide information to assure that the Company’s public reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

The Finance Department bears a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of the Company. The Blue Bird Corporation Chief Executive Officer, the Blue Bird Corporation Chief Financial

Officer and all Finance Department personnel have a special role both to adhere to these principles themselves and to ensure that a culture exists throughout the Company as a whole that ensures the fair and timely reporting of the Company’s financial results and condition. To this end, the Company shall:

•

comply with generally accepted accounting principles at all times;

•

maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

•

maintain books and records that accurately and fairly reflect the Company’s transactions;

•

prohibit the establishment of any undisclosed or unrecorded funds or assets;

•

maintain a system of internal controls that will provide reasonable assurances to management that material information about the Company is made known to management in a timely fashion, particularly during the periods in which the Company’s periodic reports are being prepared; and

•

present information in a clear, understandable and orderly manner.

VIII.

Reporting and Effect of Violations

Directors and officers shall report, in person or in writing, any known or suspected violations of laws, governmental regulations or this Code to the Blue Bird Corporation Vice President of Legal Affairs. Employees who are not directors or officers shall report such violations to the Blue Bird Corporation Manager of Human Resources. The Company will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any such violation.

The Blue Bird Corporation Vice President of Legal Affairs or the Blue Bird Corporation Manager of Human Resources, as appropriate, will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Directors, officers and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include removal, demotion or discharge.

IX.

Waivers

The provisions of this Code may be waived for directors or officers or non-officer employees only by a resolution of the “independent” directors of Blue Bird Corporation as defined by NASDAQ regulations. Any waiver of this Code granted to a director or executive officer of Blue Bird Corporation will be publicly disclosed as required by the securities exchange or association on which the Company’s securities are listed for trading. Any change in or waiver of this Code for the chief executive officer or the principal or senior financial and accounting officers of Blue Bird Corporation will be publicly disclosed as required by the Securities and Exchange Commission.

Approved: February 24, 2015

COMPLIANCE CERTIFICATE

I have read and understand the Company’s Code of Business Conduct and Ethics (the “ Code ”). I will adhere in all respects to the ethical standards described in the Code. I further confirm my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.

I certify to the Company that I am not in violation of the Code, unless I have noted such violation in a signed Statement of Exceptions attached to this Compliance Certificate.



Name:


Title/Position:


Date:

Check one of the following:

¨ A Statement of Exceptions is attached.

¨ No Statement of Exceptions is attached.

Exhibit 99.1

AMENDED AND RESTATED

CHARTER OF THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS OF BLUE BIRD CORPORATION

Purpose

The primary purpose of the Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Blue Bird Corporation (the “ Company ”) is to assist the Board in fulfilling its responsibilities with regard to the oversight and monitoring of matters involving the accounting, auditing, financial reporting, tax, legal and regulatory compliance and risk management functions of the Company. To this end, the Committee shall be responsible for supporting the Board’s efforts to oversee and monitor: (1) the quality, integrity and credibility of the Company’s financial statements and reports and the processes that produce them; (2) the qualifications, selection, engagement, performance and continuing independence of the Company’s independent registered public accounting firm (the “ independent auditor ”); (3) the performance of the Company’s internal controls, including its internal audit function; (4) the Company’s compliance with applicable legal and regulatory requirements; (5) the Company’s policies and practices with respect to the identification, mitigation and disclosure of material risks to the Company, (6) the Company’s policies and practices regarding the identification, handling and disclosure of contingent liabilities; (7) the financial performance of the Company; and (8) such other matters as may be delegated by the Board from time to time.

Although the Committee has certain powers and responsibilities under this Charter, its core function is oversight. Management of the Company is responsible for the quality, accuracy and integrity of the Company’s accounting practices, financial statements and reporting and system of internal controls. The independent auditor is responsible for performing an audit of the Company’s financial statements, expressing an opinion as to their conformity with generally accepted accounting principles (“ GAAP ”), and other matters as may be determined by the Board. It is not the duty or responsibility of the Committee to plan or conduct audits or to determine that the Company’s financial statements present fairly the Company’s financial position and results of operations in accordance with GAAP and applicable laws, rules and regulations.

Membership

General . Members of the Committee shall be appointed by the Board. The Committee shall be comprised of at least three members of the Board, the precise number to be determined from time to time by the Board. All Committee members will be directors. No member of the

Committee shall have participated in the preparation of the Company’s financial statements at any time during the three years prior to his or her appointment to the Committee. Members of the Committee shall satisfy all applicable Nasdaq and Securities and Exchange Commission (“ SEC ”) independence and audit committee standards (including under SEC Rule 10A-3(b)(1)), subject to transition rules adopted by Nasdaq and the SEC from time-to-time. Notwithstanding the foregoing, one member of the Committee need not satisfy the Nasdaq independence standards if:

•

such person is not an employee or officer of the Company or a family member of an employee or officer of the Company;

•

such person does not serve on the Committee for a period of more than two years (unless, in the interim, such person satisfies all applicable Nasdaq independence standards);

•

the Committee consists of three or more members;

•

such person is not the chairperson of the Committee; and

•

the Board, under exceptional and limited circumstances, determines that such person’s membership on the Committee would be in the best interests of the Company.

Financial Literacy . All members of the Committee must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In determining financial literacy, the Board may rely on such information as it believes is reasonably reliable, including representations made by current and prospective members in response to questionnaires distributed by the Company

Financial Expertise .

(a) At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication. At least one member of the Committee shall qualify as an “audit committee financial expert.” To satisfy this requirement, such member must demonstrate each of the following attributes (and/or such other attributes as may be required by applicable law, rule or regulation and/or by the Board): (i) an understanding of GAAP and financial statements; (ii) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (iii) experience (x) preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues reasonably likely to be presented by the Company’s financial statements, or (y) actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls over financial reporting; and (iv) an understanding of audit committee functions. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.

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(b) The designation of any person as an “audit committee financial expert” shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Committee, nor shall it increase or decrease the duties and obligations of the Committee, its members or the Board.

(c) In making the foregoing determination, the Board may rely on such information as it believes is reasonably reliable, including representations made by current and prospective members in response to questionnaires distributed by the Company.

Removal . The Board shall retain the authority to remove members of the Committee from time to time, subject to the membership requirements applicable to the Committee.

Committee Responsibilities and Powers

In furtherance of its purpose, the Committee shall have the following authority and responsibilities:

A.	Approval of Auditors, Audit Services, Audit Fees and Outside Advisors .

1. Independent Auditor; Other Accounting Firms . The Committee shall be directly responsible for the selection, appointment, compensation, oversight, evaluation and termination of:

(a) The independent auditor engaged by the Company for the purpose of preparing or issuing an audit report or other audit related review, attestation or other work for the Company, which firm shall report directly to the Committee.

(b) Any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing any audit, review or attestation services, which firm shall also report directly to the Committee.

2. Approval of Audit Services and Fees . The Committee shall have the sole authority to approve and pre-approve all audit and permissible non-audit services to be provided by the independent auditor and all fees for such work, and establish policies and procedures for the pre-approval of any permissible non-audit services, provided that the Committee shall not approve (a) any “prohibited non-auditing services”; or (b) any payment to any audit partner of the Company’s independent auditor of any compensation based on the partner’s procuring engagements from the Company to provide any products or services other than audit, review or attest services. As used herein, the term “ prohibited non-auditing services ” shall mean: (i) bookkeeping or other services related to the accounting records or financial statements of the Company; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service that the SEC, Nasdaq or the Public Company Accounting Oversight Board prohibits through rule or regulation.

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3. Outside Advisors . The Committee shall have the authority to select, retain terminate and approve the fees and other terms of engagement of any special or independent legal counsel, accountants or other experts and advisors to assist the Committee in the discharge of its responsibilities.

4. Funding . The Company shall provide funding for the payment of appropriate compensation and expense reimbursement for: (a) the independent auditor engaged by the Committee for the purpose of rendering or issuing an audit report; (b) any advisors engaged by the Committee in the discharge of its duties; and (c) other expenses incurred by the Company and the Committee in carrying out its responsibilities under this Charter.

B .	Oversight of Financial Statements and Disclosure Matters .

1. Financial Statements . The Committee shall periodically review and discuss with management and the independent auditor the Company’s annual audited financial statements and quarterly financial statements and any other reports or documents containing financial information, including management’s and the independent auditor’s judgment about the quality, not just the acceptability, of the Company’s application of accounting principles and the reasonableness of significant judgments used to prepare the financial statements. Such review shall include discussion with management and the independent auditor of significant issues regarding the reasonableness of management’s application and/or use of accounting principles, the Company’s accounting practices, the judgments employed by management in connection with such practices and any material issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of actual or potential control deficiencies. Based on this review and discussion, the Committee shall recommend to the Board whether the Company’s financial statements may be relied upon as presenting fairly, in all material respects, the financial affairs of the Company for the period covered.

2. Financial Disclosures . The Committee shall periodically review with management and the independent auditor the financial statements and disclosures made in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ MD&A ”) to the extent the same may be included in the Company’s periodic reports, including management’s and the independent auditor’s judgment about the acceptability and quality of the Company’s application of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures used in the financial statements.

3. Annual Audit Results .

(a) On an annual basis, the Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards, including matters relating to the conduct of the audit, any problems or difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, any significant disagreements with management, and any actual or proposed adjustments to the financial statements, and management’s response to such matters.

(b) Without excluding any other possibilities, the Committee shall review with the independent auditor (i) any accounting adjustments that were noted or proposed by the

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independent auditor but were “passed” (as immaterial or otherwise), (ii) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement and (iii) any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company.

4. Financial Reporting Issues and Judgments . On a periodic basis, the Committee shall discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, and any material issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of actual or potential control deficiencies. In making these inquiries, the Committee shall solicit the independent auditor’s views about whether management’s choices of accounting principles appear reasonable from the perspective of income, asset and liability recognition, and whether those principles are common practices or minority practices.

5. Accounting Principles, Policies and Practices . At least once annually, the Committee shall review and discuss with the Company’s independent auditor, outside the presence of management:

(a) all critical accounting policies and practices used or to be used by the Company;

(b) the development, selection and disclosure of critical accounting estimates and analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including (i) all alternative treatments of financial information within GAAP that have been discussed with management, (ii) the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (iii) any regulatory or accounting initiatives, and off-balance sheet transactions and relationships with non-consolidated entities that could have a material impact on the quality and integrity of the financial statements of the Company;

(d) any significant accounting issues addressed by the independent auditor, including any second opinions sought by management on accounting issues;

(e) the Company’s use of reserves and accruals, as reported by management and the independent auditor; and

(f) any other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

6. External Disclosures of Financial Information . The Committee shall periodically review and discuss with management the Company’s policies and practices with regard to the disclosure of financial information to equity-holders, lenders, ratings agencies, regulators, suppliers, vendors and other third parties.

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7. Officer Certifications . The Committee shall oversee the design, establishment and administration of policies and practices requiring the Company’s principal executive and principal financial officer to certify, in connection with the preparation and delivery of the Company’s quarterly and annual financial reports, that such reports do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading, and that the financial statements, and other financial information included in such reports, fairly present in all material respects the financial condition and results of operations of the Company and its subsidiaries.

8. Management’s Assessment of Internal Controls over Financial Reporting . On an annual basis, the Committee shall review management’s assessment of the effectiveness of the Company’s internal controls over financial reporting as of the end of the most recent fiscal year, and, to the extent furnished, the independent auditor’s report on management’s assessment of controls and their report on internal controls over financial reporting.

9. Related Party Transactions . The Committee shall perform the responsibilities of the Committee set forth in the Company’s Related Party Transactions Policy Statement.

C.	Oversight of the Company’s Independent Auditors .

1. Appointment of Auditor . In addition to its responsibilities with respect to the selection of the Company’s independent auditors and the approval of their services and fees, the Committee shall be responsible for monitoring and evaluating the performance of the Company’s independent auditors, including any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing any other audit, review or attestation for the Company.

2. Independent Auditor’s Character Statement .

(a) At least annually, the Committee shall obtain and review a formal written statement from the Company’s independent auditor with respect to an assessment of the independent auditor’s independence and all relationships between the independent auditor and the Company, including all non-audit services provided to the Company.

(b) Promptly after receiving the foregoing statement, the Committee shall discuss with the independent auditor any relationships or services disclosed in the statement that could impact the quality of audit services or the objectivity or independence of the Company’s independent auditor.

3. Statement of Fees of Independent Auditor . On an annual basis, the Committee shall obtain and review a formal written statement from the independent auditor setting forth the fees billed by such auditor in each of the last two fiscal years for each of the following categories of services: (a) the audit of the Company’s annual financial statements and the review procedures performed with respect to the Company’s quarterly financial statements or services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements of a like nature to the audit or review procedures contemplated for the Company; (b) assurance opinions and related services not included in clause (a) above

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that are reasonably related to the performance of the audit or review of the Company’s financial statements, in the aggregate and by each service; (c) tax compliance; (d) tax advice and tax planning services, in the aggregate and by each service; and (e) all other products or services rendered to the Company, in the aggregate and by each service.

4. Auditor Independence Assessment . On an annual basis, the Committee shall obtain and review the written disclosures and the letter from the independent auditor required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and proof that the independent auditor is registered as a “registered public accounting firm” as required by the Public Company Accounting Oversight Board.

5. Auditor Rotations . On an annual basis, the Committee shall consider: (a) whether steps should be taken to ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit, and (b) whether in order to assure continuing auditor independence, it is appropriate to rotate the independent auditing firm itself. If the Committee answers any of these questions in the affirmative, it shall take steps to implement the necessary rotation consistent with the provisions of this Charter.

6. Solicitation or Hiring of Employees of Independent Auditor . The Committee shall develop policies for the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company. At a minimum, these policies shall provide that any registered public accounting firm may not provide audit services to the Company if the Chief Executive Officer, Chief Financial Officer, controller, chief accounting officer or any other person serving in an equivalent capacity for the Company was employed by the accounting firm and participated in the audit of the Company within one (1) year of the initiation of the current audit. The policy shall also prohibit the Company from soliciting any such person for employment.

8. Audit Planning . At least annually, the Committee shall meet with the independent auditor and management of the Company prior to the audit to discuss the planning and staffing of the prospective audit, the scope of the prospective audit and the audit procedures to be utilized, the estimated fees thereof and such other matters pertaining to the prospective audit as the Committee may deem appropriate. At the conclusion of the annual audit, the Committee shall review with the independent auditor and management the performance of the audit, including a comparison of the actual audit against the audit plan, together with any comments or recommendations made by the independent auditor on improving the audit process.

9. Independent Auditor Reporting Relationship .

(a) The Committee shall be responsible for overseeing the work of the independent auditor, including the resolution of any disagreement between management and the independent auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or related work.

(b) The independent auditor shall report directly to the Committee and shall be informed of this reporting relationship by the Committee.

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(c) On a periodic basis, the Committee shall meet separately, and outside the presence of the Company’s CEO and CFO, with members of the Company’s internal audit departments (or other personnel responsible for the internal audit function), other members of management, the Company’s chief legal officer and the Company’s independent auditor to review and assess the Company’s working relationship with its independent auditor.

(d) In evaluating the Company’s relationship with its independent auditor, the Committee shall take into account the opinions of management and the staff of the Company’s internal audit department (and other personnel having significant involvement in the audit process).

D.	Oversight of Internal Audit Function .

1. Organizational Matters . To help assess and maintain the integrity of the Company’s accounting and reporting practices, the Committee shall periodically review, evaluate and satisfy itself as to the adequacy of the Company’s internal audit function (or its equivalents), including the unit’s: (a) purpose, authority and organizational reporting lines; (b) annual audit plan, budget and staffing; and (c) policies and practices with respect to the appointment, compensation and rotation of the staff of the Company’s internal audit function (or its equivalents), including the senior auditing executive and other senior level staff.

2. Internal Reports . The Committee shall periodically review any significant reports to management prepared by or on behalf of the senior internal audit executive and management’s responses and follow-up to these reports.

3. Audit Planning . On an annual basis, the Committee shall review and discuss with management the responsibilities, budget and staffing of the Company’s internal audit function (or its equivalents) and any recommended changes in the planned participation of that group in the Company’s audit by the independent auditor.

4. Effectiveness of Internal Controls . The Committee shall consider and review with management, appropriate staff of the Company’s internal audit function (or its equivalents) and the independent auditor the effectiveness or weakness in the Company’s internal controls and shall develop, in consultation with management, a timetable for implementing recommendations to correct identified weaknesses.

E.	Compliance Oversight .

1. General Responsibilities . The Committee shall be responsible for overseeing and monitoring the quality and integrity of the Company’s compliance policies and practices with respect to applicable legal and regulatory requirements, the Company’s codes of conduct, and other applicable compliance programs and requirements (collectively, “ Legal and Policy Requirements ”). In carrying out this oversight responsibility, the Committee shall make periodic inquiries and review and investigate matters pertaining to the compliance and integrity of the Company and its management, including matters involving actual or alleged conflicts of interest and/or breaches of Legal and Policy Requirements. These activities shall include regular reviews of the Company’s compliance policies, programs and practices generally. In connection with these reviews, the Committee shall meet with the Company’s finance and audit staff, independent auditor, legal personnel, management and employees to discuss, among other

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things, any significant legal, regulatory, code of conduct or other compliance related matters that could have a material adverse effect on the Company’s business, financial statements or operations, including any material communications with governmental agencies regarding compliance matters. The Committee shall review and discuss with the Company’s independent auditor any matters required to be discussed with the Company’s independent auditor under PCAOB Auditing Standards No. 16, Communications with Audit Committees.

2. Specific Activities . In performing its oversight responsibilities in the area of compliance, the Committee shall:

(a) Reports from Auditors . Receive any reports or other information from the Company’s independent auditor indicating that an illegal act has or may have occurred, and report to the independent auditor if it receives such information from sources other than the independent auditor consistent with applicable legal privileges and protections;

(b) Correspondence, Complaints and Reports of Compliance Issues . Establish procedures, with such assistance as the Committee may deem appropriate, for the receipt, retention and treatment of correspondence and complaints about accounting, internal controls, auditing matters, or compliance with Legal and Policy Requirements, including procedures for anonymous, confidential submission of concerns by Company employees regarding questionable finance, accounting, and auditing matters and/or compliance with Legal and Policy Requirements;

(c) Legal Reports . Receive, review and discuss any reports of corporate attorneys or outside counsel submitted to the Committee pursuant to applicable attorney professional responsibility standards;

(d) Regulatory Reports . Discuss with management and the independent auditor any information obtained from regulators, governmental agencies or other sources which raise issues regarding the quality or integrity of the Company’s financial statements or accounting policies or practices; and

(e) Pending and Threatened Litigation . Periodically meet with the Company’s internal legal staff and/or, as appropriate, outside counsel, to review any matter of a legal or regulatory nature that could have an adverse impact on the Company’s business prospects, financial statements or results of operations, including, without limitation, all pending and threatened litigation to which the Company and/or its subsidiaries are a party and/or to which their property may be subjected.

F.	Risk Management.

1. Investigation . The Committee shall review and discuss with management, the internal audit department (or its functional equivalents), the independent auditor, internal and outside counsel (as appropriate) the Company’s areas of material risk exposure and the steps management has taken to monitor and control such exposures, including an evaluation of the Company’s risk assessment and risk management policies and practices.

2. Mitigation . The Committee shall oversee and monitor the Company’s efforts to address material financial and other risks to the business and affairs of the Company and shall

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make recommendations in that regard to the Board from time to time. In assessing the Company’s risk profile, the Committee shall take into account not only potential risks to the financial and operational performance of the Company, but also risks associated with corrupt or other practices that could lead to loss or depreciation of the Company’s business reputation.

G.	Contingent Liabilities.

The Committee shall establish processes and procedures to identify and monitor contingent liabilities of the Company. The Committee shall make recommendations, from time to time, to the Board on these matters.

H.	Corporate Authorizations .

The Committee shall periodically:

1. Review and approve policies relative to the financial control, conduct, regulation and administration of the Company’s subsidiaries;

2. Review any administrative resolutions adopted from time to time pursuant to the Company’s organizational documents pertaining to the establishment of procedures relative to commitment and transaction authorizations, the determination of the officers or other persons by whom any instrument in writing or document may be executed and the manner of execution thereof;

3. Review, monitor and approve the Company’s policies with respect to corporate donations and any changes thereto; and

4. Review, monitor and approve any other financial expenditure policies that would affect the Company’s business, financial condition or reputation.

I.	Performance to Budget .

Except to the extent already covered by the Board or one of its other committees, the Committee shall meet with management on a quarterly basis to review and assess the Company’s actual financial performance for the period covered by the review, compared to (a) its then current budget and (b) the Company’s original investment plan (if different from the budget). The Committee shall seek to understand any discrepancies, whether positive or negative, and shall report its findings to the Board promptly after such meeting .

J.	Review of Debt Covenants .

On a quarterly basis, the Committee shall obtain and review a report from management demonstrating the Company’s compliance with all applicable debt covenants (to the extent such compliance can be assessed on a quarterly basis). To the extent that the Company is required to report such information to its lenders pursuant to the terms of an applicable loan facility, the Committee shall obtain and may rely on such report in fulfilment of this oversight responsibility.

K .	Other .

1. The Committee shall review and reassess at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

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2. The Committee shall conduct and present to the Board an annual self-performance evaluation of the Committee.

3. The Committee shall prepare an audit committee report in accordance with SEC regulations to be included in the Company’s annual proxy statement.

Committee Structure and Operations

The Board shall designate one member of the Committee to act as its chairperson.

The Committee shall meet in person or telephonically at such times and places as shall be determined by the Committee chairperson. The chairperson, with input from the other members of the Committee, shall set the agendas for Committee meetings.

The Committee shall maintain minutes containing a summary of the actions taken at each Committee meeting, which shall be maintained in the corporate minute books of the Company and available to the Board at all times.

The Committee shall have the authority to delegate matters to subcommittees of the Committee, subject to all laws and regulations applicable to the Committee (including without limitation regulations of the SEC and Nasdaq).

This Charter shall be made available on the Company’s website at www.blue-bird.com and to any shareholder who otherwise requests a copy, and the Company’s annual proxy statement shall describe such availability.

The Committee shall meet periodically in executive session, by itself and also with the Company’s senior management, appropriate staff of the internal audit department (or its equivalent), the Company’s chief legal officer and independent auditor, outside the presence of executive management.

Approved: February 24, 2015

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Exhibit 99.2

AMENDED AND RESTATED

COMPENSATION COMMITTEE CHARTER

BLUE BIRD CORPORATION

Purpose

The primary purpose of the Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Blue Bird Corporation (the “ Company ”) is to (i) facilitate the Board’s discharge of its responsibilities relating to the evaluation, performance and compensation of the Company’s Executives, as hereafter defined, (ii) oversee Executive development, (iii) oversee the administration of the Company’s compensation plans, (iv) review and determine director compensation and (v) prepare any report on Executive compensation required by the rules and regulations of the U.S. Securities and Exchange Commission (the “ SEC” ) and the listing standards of the Nasdaq Capital Market (“ Nasdaq ”). For purposes of this Charter, “ Executive ” means the Company’s chief executive officer (the “ CEO ”) and officers elected by the Board who are subject to Section 16(a) of the Exchange Act (as hereinafter defined).

Membership

Members of the Committee shall be appointed by the Board. The Committee shall be comprised of at least two members of the Board, the precise number to be determined from time to time by the Board. All Committee members will be directors. Members of the Committee shall satisfy all applicable Nasdaq independence standards, subject to transition rules adopted by Nasdaq from time-to-time. Notwithstanding the foregoing, one member of the Committee need not satisfy such independence standards if:

•

such person is not an employee or officer of the Company or a family member of an employee or officer of the Company;

•

such person does not serve on the Committee for a period of more than two years (unless, in the interim, such person satisfies all applicable Nasdaq independence standards);

•

the Committee consists of three or more members; and

•

the Board, under exceptional and limited circumstances, determines that such person’s membership on the Committee would be in the best interests of the Company.

In addition, it is intended that (i) at least two members of the Committee shall be “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), thereby enabling the Committee to establish a sub-committee consisting of at least two members who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and (ii) at such time as the Company is subject to Section 162(m) of the Internal

Revenue Code of 1986, as amended (the “ Code ”), at least two of the members of the Committee shall be “outside directors” for purposes of Section 162(m) of the Code, thereby enabling the Committee to establish at that time a sub-committee consisting of at least two members who are “outside directors” for purposes of Section 162(m) of the Code.

In affirmatively determining the independence of any director who will serve on the Committee, the Board shall consider all factors specifically relevant to determining whether a director has a relationship to the Corporation which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Corporation to such director; and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

Committee Responsibilities and Powers

In furtherance of its purpose, the Committee shall have the following authority and responsibilities:

1. In consultation with senior management of the Company, the Committee shall establish, and periodically review, a general compensation strategy for the Company and its subsidiaries (collectively, the “ Corporation ”). The Committee shall also oversee the implementation of the Corporation’s compensation plans, including pension, welfare, incentive and equity-based plans, to ensure that these plans are consistent with this general compensation strategy. The Committee shall oversee and monitor all of the Corporation’s equity-based plans and such other plans as shall be designated from time to time by the Board.

2. The Committee shall at least annually (a) review and approve the corporate goals and objectives upon which the compensation of the Company’s CEO is based, (b) evaluate the CEO’s performance in light of these goals and objectives, (c) report its assessment of the CEO’s performance to the Board and (d) determine and approve the CEO’s compensation level based on such evaluation. In determining and approving the level of CEO compensation, the Committee shall consider all factors it deems relevant, including, without limitation, the Company’s performance, relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company’s CEO in past years. The Committee shall review and approve any employment agreements, consulting arrangements, severance agreements and retirement arrangements involving the CEO. In evaluating and determining CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“ Say on Pay Vote ”) at such times as such advisory vote is required by Section 14A of the Exchange Act.

3. With input from the CEO (who shall not participate in deliberations regarding, or vote with respect to, his or her own compensation and shall not be present during such deliberations or vote), the Committee shall approve compensation levels or other terms of employment for each of the other Executives of the Company. In determining and approving the level of other Executive compensation, the Committee shall consider all factors it deems relevant. The Committee shall review and approve any employment agreements, consulting arrangements, severance agreements and retirement arrangements involving such other Executives. In evaluating and determining other Executive compensation, the Committee shall consider the results of the most recent Say on Pay Vote at such times as such advisory vote is required by Section 14A of the Exchange Act.

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4. The Committee shall review, discuss with senior management of the Company and approve the Compensation Discussion and Analysis (the “ CD&A ”) portion of the Company’s proxy statement if the Company is required by Section 14A of the Exchange Act or Nasdaq to include a CD&A in the Company’s proxy statement. The Committee shall provide a Compensation Committee Report for inclusion in the Company’s proxy statement that complies with the rules and regulations of the SEC.

5. The Committee shall at least annually review and recommend to the Board the form and amount of compensation (including perquisites and other benefits), and any additional compensation to be paid, for service on the Board and Board committees and for service as a chairperson of a Board committee. In making its determinations, the Committee shall give due consideration to what is customary compensation for directors of comparable companies and any other factors it deems appropriate that are consistent with the policies and principles set forth in this Charter.

6. The Committee shall review and make recommendations to the Board regarding directors’ and officers’ liability insurance coverage.

7. The Committee shall review and approve the adoption of, or amendments to, any incentive compensation plans of the Company (subject, if necessary, to stockholder approval).

8. The Committee shall approve all individual awards of shares, share options and other benefits pursuant to the Company’s (and to the extent consistent with the applicable plans, the Company’s subsidiaries’) equity-based plans. The Committee shall approve the form of all award documents utilized in connection with the Company’s (and to the extent consistent with the applicable plans, the Company’s subsidiaries’) equity-based plans.

9. If permitted by the applicable plans, the Committee may approve a discretionary pool of options or other incentive awards to be made available to the CEO for grant to employees of the Company. The size and terms of the discretionary pool of options or other incentive awards shall be determined by the Committee, but shall not exceed 50,000 shares.

10. In consultation with senior management of the Company, the Committee shall oversee regulatory compliance with respect to compensation matters affecting the Corporation.

11. Subject to Nasdaq rules:

(a) The Committee shall have the right, in its sole discretion, to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel and other adviser retained by the Committee. Such responsibility shall include the sole authority to retain or terminate, and to determine the terms of engagement and the extent of funding (which shall be provided by the Company) necessary for payment of reasonable compensation to, compensation consultants, independent legal counsel and other advisers retained by the Committee.

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(b) In selecting a compensation consultant, legal counsel or other adviser providing advice to the Committee, the Committee shall take into consideration all factors relevant to such person’s independence from management, including the following:

(1) the provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other adviser;

(2) the amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

(3) the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

(4) any business or personal relationship of the compensation consultant, legal counsel or other adviser with any member of the Committee;

(5) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

(6) any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

For purposes of this Charter, the above-mentioned independence assessment shall not apply with respect to any compensation consultant, independent legal counsel and other adviser (i) who is an in-house legal counsel, (ii) whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of the SEC’s Regulation S-K: consulting on broad based plans that do not discriminate in scope, terms or operation, in favor of executive officers or directors of the Company, and that are available generally to all salaried employees of the Company or (iii) who provides information that either is not customized for a particular entity or that is customized based on parameters that are not developed by such consultant, counsel or other advisor and about which such consultant, counsel or other advisor does not provide advice.

This Section 11 requires the Committee to consider the enumerated factors before selecting or receiving advice from compensation consultants, independent legal counsel and other advisers. Once it considers these factors, the Committee may select or receive advice from any compensation consultants, independent legal counsel and other advisers that the Committee prefers, including one that is not independent.

12. The Committee shall review and reassess at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

13. The Committee shall conduct and present to the Board an annual self-performance evaluation of the Committee.

14. At such intervals as the Board shall determine to be appropriate, the Committee shall review management succession plans proposed by management and shall report to the Board its recommendations with respect to any such plan. The succession plan should include, among other things, an assessment of the experience, performance and skills for possible successors to the Chairperson of the Board and the CEO.

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Committee Structure and Operations

The Board shall designate one member of the Committee to act as its chairperson.

The Board shall retain the authority to remove members of the Committee from time to time, subject to the membership requirements applicable to the Committee.

Approved: February 24, 2015

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Exhibit 99.3

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

BLUE BIRD CORPORATION

Purpose

The primary purpose of the Corporate Governance and Nominating Committee (the “ Committee ”) of the Board of Directors (the “ Board” ) of Blue Bird Corporation. (the “ Company ”) is to exercise general oversight with respect to the governance of the Board by (i) reviewing the qualifications of, and recommending to the Board, proposed nominees for election to the Board, consistent with criteria approved by the Board, (ii) selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, (iii) developing, evaluating and recommending to the Board corporate governance practices applicable to the Company and (iv) leading the Board in its annual review of the Board and management.

Membership

Members of the Committee shall be appointed by the Board. The Committee shall be comprised of at least three members of the Board, the precise number to be determined from time to time by the Board. All Committee members will be directors. Members of the Committee shall satisfy all applicable Nasdaq independence standards, subject to transition rules adopted by Nasdaq from time-to-time. Notwithstanding the foregoing, one member of the Committee need not satisfy such independence standards if:

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such person is not an employee or officer of the Company or a family member of an employee or officer of the Company;

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such person does not serve on the Committee for a period of more than two years (unless, in the interim, such person satisfies all applicable Nasdaq independence standards);

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the Committee consists of three or more members; and

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the Board, under exceptional and limited circumstances, determines that such person’s membership on the Committee would be in the best interests of the Company.

Committee Responsibilities and Powers

In furtherance of its purpose, the Committee shall have the following authority and responsibilities:

1.	The Committee shall make recommendations to the full Board regarding the size of the Board, the composition of the Board, the membership in the staggered classes of the Board, the process for filling vacancies on the Board and the tenure of Board members.

The Committee shall (i) identify individuals qualified to become Board members who reflect the criteria specified in the Corporate Governance Principles of the Board and (ii) recommend to the Board nominees to fill vacancies on the Board and the nominees to stand for election as directors at the next annual meeting of stockholders (or, if applicable, special meeting of stockholders).

3.	The Committee shall have sole authority to retain any search firm or other advisory firm to be used to identify director candidates, including the sole authority to approve the fees and other retention terms of such firms.

4.	The Committee, in conjunction with the Board’s Compensation Committee, shall make recommendations to the Board regarding Board compensation.

The Committee shall review the duties and composition of committees of the Board, including a review of the criteria for composition of the Audit Committee under the rules of Nasdaq, a review of the criteria for composition of the Compensation Committee under the rules of Nasdaq, under Section 162(m) of the Internal Revenue Code and under Section 16 of the Securities Exchange Act of 1934, and a review of the criteria for composition of this Committee under the rules of Nasdaq, and identify and recommend to the Board directors qualified to become members of each Board committee, taking into account such listing, regulatory (if applicable) and other criteria as the Committee deems appropriate under the circumstances (including, if applicable, the Company’s status as a controlled company).

6.	The Committee shall review any stockholder proposals and proposed responses.

7.	The Committee shall review and recommend to the Board the Corporate Governance Principles of the Board and any proposed changes to such Principles.

8.	The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.

9.	The Committee shall conduct and present to the Board an annual performance evaluation of the Committee.

10.	The Committee shall periodically appraise Board and management performance and lead the Board’s self-evaluation and management evaluation discussions.

Committee Structure and Operations

The Board shall designate one member of the Committee to act as its chairperson.

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The Committee shall maintain minutes containing a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting following such Committee meeting.

The Board shall retain the authority to remove members of the Committee from time to time, subject to the membership requirements applicable to the Committee.

Approved: February 24, 2015

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