Exhibit 10.1

CREDIT AGREEMENT

dated as of

June 5, 2018

among

SKYLINE CHAMPION CORPORATION,

as Holdings,

CHAMPION HOME BUILDERS, INC.,

as the Borrower,

The LENDERS Party Hereto,

and

CITIZENS BANK, N.A.,

as Administrative Agent and Collateral Agent

CITIZENS BANK, N.A., JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA,

JEFFERIES FINANCE LLC, and WELLS FARGO BANK, N.A.,

as Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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CREDIT AGREEMENT, dated as of June 5, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “ Agreement ”), among SKYLINE CHAMPION CORPORATION, an Indiana corporation (“ Holdings ”), CHAMPION HOME BUILDERS, INC., a Delaware corporation (the “ Borrower ”), the Lenders (as defined herein) from time to time party hereto and CITIZENS BANK, N.A., as Administrative Agent and as Collateral Agent.

RECITALS

WHEREAS , pursuant to the Share Contribution and Exchange Agreement, dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “ Contribution and Exchange Agreement ”), by and among, inter alios , Holdings and Champion Enterprises Holdings, LLC, a Delaware limited liability company (“ CEH ”), CEH and Holdings consummated a share contribution and exchange, effective June 1, 2018, pursuant to which CEH contributed the CHB Shares (as defined in the Contribution and Exchange Agreement) to Holdings in exchange for the issuance to CEH of duly authorized, validly issued, fully-paid and non-assessable common shares in Holdings (the “ Contribution and Exchange ”); and

WHEREAS , in order to (i) refinance in full existing Indebtedness of the Borrower and its Subsidiaries under the Existing Champion Credit Agreement in an outstanding principal amount of approximately $46,900,000, (ii) replace or “roll over” the Existing Letters of Credit and thereby permit the release of cash collateral posted with respect to the Existing Letters of Credit, (iii) fund the payment of fees and expenses incurred by Holdings and its respective Subsidiaries in connection with the closing of the transactions contemplated by this Agreement and (iv) fund working capital requirements, letter of credit needs and other general corporate purposes of Holdings and its respective Subsidiaries, the Borrower has requested, and the Revolving Lenders have agreed that (1) the Revolving Lenders shall make available to the Borrower a revolving credit facility (including a letter of credit sub-facility) which, on the Effective Date and upon the terms and subject to the conditions set forth in this Agreement, shall be in an aggregate principal amount of up to $100,000,000, (2) the Issuing Banks shall issue Letters of Credit in an aggregate face amount at any time outstanding not in excess of $45,000,000 and (3) the Swingline Lender shall extend credit in the form of Swingline Loans at any time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not in excess of $10,000,000.

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.

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“ Acceptable Discount ” has the meaning assigned to such term in Section  2.11(a)(ii)(D)(2) .

“ Acceptable Prepayment Amount ” has the meaning assigned to such term in Section  2.11(a)(ii)(D)(3) .

“ 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  A .

“ Acceptance Date ” has the meaning assigned to such term in Section  2.11(a)(ii)(D)(2) .

“ Accepting Lenders ” has the meaning assigned to such term in Section  2.24(a) .

“ Accounting Changes ” has the meaning assigned to such term in Section  1.04(d) .

“ Acquired EBITDA ” means, with respect to any Pro Forma Entity for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to Holdings and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Pro Forma Entity and its subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.

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

“ Acquisition Debt ” has the meaning assigned to such term in Section  6.01(a)(xxvi) .

“ Acquisition Transaction ” means the purchase or other acquisition, by merger, consolidation or otherwise, by Holdings or any Restricted Subsidiary of any 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 or of a majority of the outstanding Equity Interests of any Person (including any Investment which serves to increase Holdings or any Restricted Subsidiary’s respective equity ownership in any Joint Venture to an amount in excess of the majority of the outstanding Equity Interests of such Joint Venture).

“ Additional Lender ” means, at any time, any bank or other financial institution (including any such bank or financial institution that is a Lender at such time) that agrees to provide any portion of any (a) Incremental Facility pursuant to an Incremental Facility Amendment in accordance with Section  2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section  2.21 ; provided that each Additional Lender shall be subject to the approval of (i) the Administrative Agent, each Issuing Bank and the Swingline Lender (such approval in each case not to be unreasonably withheld or delayed) and (ii) the Borrower, in each of the foregoing clauses (i) and (ii), to the extent such approval would be required pursuant to Section  9.04 if an assignment of the applicable Loans or Commitments were being made to such Additional Lender.

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“ Additional/Replacement Revolving Commitments ” has the meaning assigned to such term in Section  2.20(a) .

“ Adjusted LIBO Rate ” means, for any Interest Period with respect to a Eurocurrency Loan denominated in Dollars, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for Dollars for such Interest Period multiplied by (b) the Statutory Reserve Rate.

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

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

“ Affected Class ” has the meaning assigned to such term in Section  2.24(a) .

“ 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. For the purposes of this Agreement and the other Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates.

“ Affiliated Debt Fund ” means any Affiliate of a Sponsor (other than a natural Person) that is a bona fide debt fund or investment vehicle that is engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities, and that (i) exercises independent discretion from the private equity business of such Sponsor and, where such Sponsor is itself engaged in the business of debt investing, from such debt investing business of such Sponsor or (ii) in the case of Centerbridge, Centerbridge Special Credit Partners, L.P., Centerbridge Special Credit Partners II, L.P. Centerbridge Special Credit Partners III, L.P., Centerbridge Special Credit Partners III-Flex, L.P., any of their respective subsidiaries or successor or parallel funds or vehicles which exercises fiduciary duties to the investors thereof that are independent of their duties to the investors in the private equity business of Centerbridge, and any of Centerbridge’s Affiliates, funds, partnerships or other co-investment vehicles managed, advised or controlled by the foregoing, or (iii) in the case of MAK and/or BCC, any of their respective subsidiaries or successor or parallel funds or vehicles which exercises fiduciary duties to the investors thereof that are independent of their duties to the investors of MAK or BCC, as applicable.

“ Affiliated Debt Fund Restrictions ” has the meaning assigned to such term in Section  9.04(g) .

“ Affiliated Lender ” means any Non-Affiliated Debt Fund, Holdings and/or any Restricted Subsidiary.

“ Affiliated Lender Assignment and Assumption ” has the meaning assigned to such term in Section  9.04(g)(5) .

“ Affiliated Lender Cap ” has the meaning assigned to such term in Section  9.04(g)(4) .

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“ Agent ” means the Administrative Agent, the Collateral Agent, each Lead Arranger, each Joint Bookrunner and any successors and assigns in such capacity, and “ Agents ” means two or more of them.

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

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

“ 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 0.50% per annum and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1.00% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Alternative Currency ” means each currency (other than Dollars) that is approved in accordance with Section  1.10 .

“ 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)(2) .

“ 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 aggregate Revolving Exposures of all Revolving Lenders at that time). If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, 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, with respect to any ABR Loan or Eurocurrency Loan and any Unused Line Fee, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurocurrency Spread” or “Unused Line Fee”, as applicable; in each case based upon the First Lien Net Leverage Ratio as of the end of the Fiscal Quarter for which consolidated financial statements have most recently been delivered pursuant to Section  5.01(a) or Section  5.01(b) ; provided that, notwithstanding the foregoing, through the end of the fiscal quarter ended December 31, 2018, the Applicable Rate shall be based on the rates per annum set forth in Category 3 below:

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For the purposes of the foregoing, each change in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent pursuant to Section  5.01(a) or Section  5.01(b) of the consolidated financial statements and related Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, the Applicable Rate, at the option of the Administrative Agent or the Majority in Interest of the Revolving Lenders, shall be based on the rates per annum set forth in Category 1 if the Borrower fails to deliver the consolidated financial statements required to be delivered pursuant to Section  5.01(a) or Section  5.01(b) or any Compliance Certificate required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

“ Approved Bank ” has the meaning assigned to such term in the definition of “Cash Equivalents.”

“ Approved Foreign Bank ” has the meaning assigned to such term in the definition of “Cash Equivalents.”

“ Approved Fund ” means, with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such 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 ), or as otherwise required to be entered into under the terms of this Agreement, substantially in the form of Exhibit B or any other form reasonably approved by the Administrative Agent.

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

“ Audited Financial Statements ” means the audited consolidated balance sheets of (i) CEH and its consolidated subsidiaries for the fiscal years ended March 28, 2015, April 2, 2016, and April 1, 2017, and (ii) Holdings and its consolidated subsidiaries for the fiscal year ended May 31, 2017, in each case together with the related consolidated statements of income and cash flows of CEH or Holdings, as applicable, and their respective consolidated subsidiaries, including the notes thereto.

“ Available Amount ” means, at any date of determination, a cumulative amount equal to (without duplication):

(a) $25,000,000 (the “ Available Amount Starter Amount ”), plus

(b) an amount equal to the greater of (x) 50% of Cumulative Consolidated Net Income as of such date and (y) zero, plus

(c) the aggregate amount as of such date of any Retained Asset Sale Proceeds, plus

(d) the aggregate amount as of such date of any Retained Declined Proceeds resulting from Dispositions effected during any period when Term Loans are outstanding under this Agreement, plus

(e) the aggregate amount as of such date of any Available Equity Amount, plus

(f) the aggregate amount as of such date of any Net Proceeds of sales of Investments and returns, profits, distributions and similar amounts on Investments, in each case (i) to the extent received by Holdings or any Restricted Subsidiary after the Effective Date in cash or Cash Equivalents and (ii) relating to Investments which were made utilizing the Available Amount, plus

(g) Investments of Holdings or any Restricted Subsidiary in any Unrestricted Subsidiary or any third-party (including any Joint Venture) that has been re-designated as a Restricted Subsidiary or that has been merged, amalgamated or consolidated with or into, or transfers or conveys all of its assets to, or is liquidated, wound up or dissolved into, Holdings or any Restricted Subsidiary, in each case after the Effective Date and on or prior to such date (up to the lesser of (i) the Fair Market Value of the Investments of Holdings or such Restricted Subsidiary in such Unrestricted Subsidiary or third party at the time of such re-designation or merger, amalgamation or consolidation and (ii) the Fair Market Value of the original Investment by Holdings or such Restricted Subsidiary in such Unrestricted Subsidiary or third party utilizing the Available Amount; provided that, in the event such original Investment was made with cash, the Fair Market value of such Investment shall be deemed to be the cash value), plus

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(h) Net Proceeds of a sale or other Disposition of any Unrestricted Subsidiary or Joint Venture (including the issuance of stock of an Unrestricted Subsidiary) received by Holdings or any Restricted Subsidiary to the extent of any Investments made in such Unrestricted Subsidiary or Joint Venture which utilized the Available Amount, plus

(i) to the extent not included in Consolidated Net Income, dividends or other distributions or returns on capital received by Holdings or any Restricted Subsidiary from an Unrestricted Subsidiary or Joint Venture to the extent of any Investments made in such Unrestricted Subsidiary or Joint Venture which utilized the Available Amount.

“ Available Equity Amount ” means, at any date of determination, a cumulative amount of cash, Cash Equivalents or the Fair Market Value of other property or assets equal to (without duplication):

(a) capital contributions to Holdings made in cash, cash equivalents or other property (including, for the avoidance of doubt, capital contributions (i) received by Holdings on account of any new public or private issuances of Qualified Equity Interests in Holdings after the Effective Date (other than pursuant to any management equity plan, stock option plan or any other management or employee benefit plan) and (ii) in respect of Term Loans contributed to Holdings or the Borrower), received by Holdings or the Borrower (other than in respect of any Disqualified Equity Interest and excluding amounts received from the Borrower or any Restricted Subsidiary) after the Effective Date and on or prior to such date of determination, plus

(b) the net cash proceeds received on or prior to such date by Holdings or any Restricted Subsidiary from Indebtedness and Disqualified Equity Interest issuances issued after the Effective Date and which have been exchanged or converted into Qualified Equity Interests in Holdings, plus

(c) returns, profits, distributions and similar amounts received after the Effective Date and on or prior to such date in cash or Cash Equivalents by Holdings and the Restricted Subsidiaries on Investments made using the Available Equity Amount (not to exceed the amount of such Investments);

provided that the Available Equity Amount shall not include any (i) Cure Amount or (ii) any contribution utilized in connection with the incurrence of Contribution Indebtedness.

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

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

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“ BCC ” means Bain Capital Credit, LP.

“ Basel III ” means, collectively, those certain agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and as implemented by a Lender’s primary banking regulatory authority.

“ 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, board of directors, manager or managing member of such Person or the functional equivalent of the foregoing, (c) in the case of any partnership, the board of directors, board of managers, manager or managing member of a general partner of such Person or the functional equivalent of the foregoing 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 hereto.

“ 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 at a discount 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 (a) Loans of the same Class and Type, made, converted or continued on the same date in the same currency and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“ Borrowing Minimum ” means (a) in the case of a Revolving Borrowing, $100,000 and (b) in the case of a Swingline Loan, $100,000.

“ Borrowing Multiple ” means (a) in the case of a Revolving Borrowing, $100,000 and (b) in the case of a Swingline Loan, $100,000.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section  2.03 and substantially in the form attached hereto as Exhibit C .

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“ 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 Eurocurrency 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 additions to property, plant and equipment and other capital expenditures of Holdings and the Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP.

“ Capital Lease Obligation ” means an obligation that is a Capitalized Lease; and the amount of Indebtedness represented thereby at any time shall be the amount of the liability in respect thereof that would at that time be required to be capitalized on a balance sheet in accordance with GAAP as in effect on the Effective Date.

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

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more of the Issuing Banks or Revolving Lenders, as collateral for LC Exposure or obligations of the Revolving Lenders to fund participations in respect of LC Exposure, cash or deposit account balances under the sole dominion and control of the Collateral Agent or, if the Collateral Agent and each Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and each applicable Issuing Bank. “ Cash Collateral ” and “ Cash Collateralization ” shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means any of the following, to the extent owned by Holdings or any Restricted Subsidiary:

(a) Dollars, Euros, Sterling, Australian dollars, Canadian dollars, Yuan and such other currencies held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States or such member nation of the European Union is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) has combined capital and surplus of at least (x) $250,000,000 in the case of U.S. banks and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks (any such bank meeting the requirements of clause (i)  or (ii) above being an “ Approved Bank ”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

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(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of (x) $250,000,000 in the case of U.S. banks and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks, in each case, for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union rated A (or the equivalent thereof) or better by S&P and A2 (or the equivalent thereof) or better by Moody’s, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a Fair Market Value of at least 100% of the amount of the repurchase obligations;

(f) marketable short-term money market and similar highly liquid funds either (i) having assets in excess of (x) $250,000,000 in the case of U.S. banks or other U.S. financial institutions and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks or other non-U.S. financial institutions or (ii) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(g) securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority of any such state, commonwealth or territory or by a foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

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

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

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

(k) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business; provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business; provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “ Approved Foreign Bank ”), and in each case with maturities of not more than 24 months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;

(l) interest bearing instruments with a maximum maturity of 180 days in respect of which the obligor is a G8 government or other G8 governmental agency or a G8 financial institution with credit ratings from S&P of at least “A-2” or the equivalent thereof or from Moody’s of at least “P-2” or the equivalent thereof; and

(m) investment funds investing at least 90% of their assets in securities of the types described in clauses (a)  through (l) above.

“ Cash Management Obligations ” means (a) obligations in respect of any treasury management services, overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit, commercial credit card, debit card, stored value card or purchase card programs and similar arrangements.

“ Cash Management Services ” has the meaning assigned to such term in the definition of “Secured Cash Management Obligations.”

“ Cash Remittance ” has the meaning assigned to such term in the Travelers Instrument Issuer LLC Agreement.

“ Casualty Event ” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any 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.

“ CEH ” has the meaning assigned to such term in the Recitals hereto.

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“ Centerbridge ” means Centerbridge Credit Partners, L.P.

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ Change in Control ” means:

(a) the failure of Holdings, directly or indirectly through wholly owned subsidiaries that are Guarantors, to own all of the Equity Interests in the Borrower; or

(b) any person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, but excluding any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor), other than the Permitted Holders (or any holding company that is controlled directly or indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership of voting power of the outstanding Voting Stock of Holdings having more than the greater of (A) 35% of the outstanding Voting Stock of Holdings and (B) the percentage of the then-existing outstanding Voting Stock of Holdings owned in the aggregate, directly or indirectly, beneficially, by the Permitted Holders (or any holding company that is controlled directly or indirectly by the Permitted Holders), unless, in the case of either clause (A) or (B), the Permitted Holders, directly or indirectly through one or more holding companies, have the right (pursuant to contract, proxy, ownership of Equity Interests or otherwise) to designate or appoint (and do so designate or appoint) a majority of the members of the Board of Directors of Holdings.

For the purposes of this definition and any related definition to the extent used for the purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act and the phrase “owned beneficially” shall be construed accordingly, (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (iii) a Person or group shall not be deemed to beneficially own securities subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the transactions contemplated by such agreement, (iv) if any group includes one or more Permitted Holders, the issued and outstanding Equity Interests of Holdings directly or indirectly owned by the Permitted Holders that are part of such Person or “group” shall not be treated as being beneficially owned by such Person or “group” for the purposes of determining whether a Change in Control has occurred and (v) a Person or group will not be deemed to beneficially own the Equity Interests of another Person as a result of its ownership of the Equity Interests or other securities of such other Person’s parent (or related contractual rights) unless it owns at least a majority of the total voting power of the Equity Interests of such parent.

“ Change in Law ” means (a) the adoption of any rule, regulation, treaty or other law after the date of this Agreement, (b) any change in any rule, regulation, treaty or other 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

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(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, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) any requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or issued after the date of this Agreement, but only to the extent the relevant increased costs or loss of yield would have been included if they had been imposed under applicable increased cost provisions, including, without limitation, for purposes of Section  2.15 .

“ CHB Material Adverse Effect ” has the meaning assigned to such term in the Contribution and Exchange Agreement.

“ 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, Other Revolving Loans, Incremental Term Loans, Other Term Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Other Revolving Commitment, or Other Term Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Other Term Commitments, Other Term Loans, Other Revolving Commitments (and the Other Revolving Loans made pursuant thereto) and Incremental Term Loans that have different terms and conditions shall be construed to be in different Classes.

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

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

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

“ Collateral Agreement ” means the Collateral Agreement among Holdings, each other Loan Party and the Collateral 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 (i) from Holdings and each Domestic Subsidiary of Holdings (other than the Borrower and each 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 becomes or is required to become a Guarantor after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person and (ii) from each 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 or is required to become a Loan Party after the Effective Date (including by ceasing to be an Excluded

13

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, documents and opinions to the extent reasonably requested by the Administrative Agent or Collateral Agent of the type referred to in Sections 4.01(b) , 4.01(c) and 4.01(d) ;

(b) all outstanding Equity Interests of the Borrower and the Restricted Subsidiaries (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 Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) other than to the extent constituting an Excluded Asset, if any Indebtedness for borrowed money of Holdings or any Subsidiary in a principal amount of $7,500,000 or more is owing by such obligor to any Loan Party and if such Indebtedness shall be evidenced by a promissory note, such promissory note shall have been pledged pursuant to the Collateral Agreement and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) other than to the extent constituting an Excluded Asset, all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements and intellectual property security agreements, required by this Agreement (including Control Agreements to the extent required by Section 5.14(c)), the Security Documents, Requirements of Law and reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Collateral Agent in proper form for filing, registration or recording, in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the other Loan Documents; and

(e) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance (or marked unconditional commitment to issue such policy or policies) in the amount equal to not less than 100% (or such lesser amount as reasonably agreed to by the Administrative Agent) of the Fair Market Value of such Mortgaged Property and fixtures, as reasonably determined by the Borrower and agreed to by the Administrative Agent, issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens other than Liens permitted by Section  6.02 , together with such endorsements (other than a creditor’s rights endorsement), as the Collateral Agent may reasonably request to the extent available in

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the applicable jurisdiction at commercially reasonable rates, (iii) such affidavits, instruments of indemnification (including a so-called “gap” indemnification) as are customarily requested by the title company to induce the title company to issue the title policies and endorsements contemplated above, (iv) evidence reasonably acceptable to the Administrative Agent of payment by Holdings or any Subsidiary of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (v) a survey of each Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above ( provided , however , that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (vi) completed “Life-of-Loan” Federal Emergency Management Agency (“ FEMA ”) Standard Flood Hazard Determination with respect to each Mortgaged Property subject to the applicable FEMA rules and regulations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by each Loan Party relating thereto), (vii) if any Mortgaged Property is located in an area determined by FEMA to have special flood hazards, evidence of such flood insurance as may be required under applicable law or regulation, including Regulation H of the Board of Governors and the other Flood Insurance Laws and as required under Section  5.07 , (viii) such legal opinions as the Administrative Agent may reasonably request with respect to any such Mortgage and (ix) existing environmental assessment reports, to the extent available and in the possession or reasonable control of Holdings or the Subsidiaries.

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 Subsidiary (i) if such assets constitute Excluded Assets, (ii) if, and for so long as and to the extent that the Administrative Agent and the Borrower reasonably agree in writing that the cost, burden, difficulty or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any material adverse Tax consequences to Holdings and the Subsidiaries (including the imposition of material withholding or other Taxes)), outweighs the benefits to be obtained by the Lenders therefrom, and/or (iii) if the grant or perfection of a security interest in such asset would (A) be prohibited by enforceable anti-assignment provisions of any applicable law or restricted by any license, franchise, charter, authorization or other applicable law (including any legally effective prohibition or restriction on such grant or perfection), (B) require the consent of any applicable Governmental Authority (except to the extent such consent has been obtained), (C) violate the terms of any contract (to the extent binding on such Person or property at the time of the acquisition thereof and not incurred in contemplation of such acquisition) (in each case, after giving effect to the applicable anti-assignment provisions of the

15

UCC or other similar applicable law) or (D) trigger termination of any contract pursuant to any “change of control” or similar provision (to the extent binding on such Person or property at the time of the acquisition thereof and not incurred in contemplation of such acquisition); it being understood that the Collateral shall include any proceeds and/or receivables (other than to the extent constituting Excluded Assets) arising out of any contract described in this clause (a)(iii) to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other similar applicable law notwithstanding the relevant prohibition, violation or termination right, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth herein and in the Security Documents as in effect on the Effective Date, (c) no perfection actions (beyond the filing of a financing statement under the Uniform Commercial Code) shall be required, nor shall the Administrative Agent or Collateral Agent be authorized to take any actions with respect to (A) commercial tort claims with a value less than $7,500,000 , (B) Vehicles and other assets subject to certificates of title (C) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection is accomplished by the filing of a financing statement under the Uniform Commercial Code or equivalent (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a financing statement under the Uniform Commercial Code), (D) promissory notes evidencing debt for borrowed money in a principal amount individually of less than $7,500,000, (E) (i) the Equity Interests of any Immaterial Subsidiary, Unrestricted Subsidiary, not-for-profit subsidiary, special purpose entity and/or captive insurance company and/or (ii) the Equity Interests of a Person that is not a subsidiary, which Person, if a Subsidiary, would constitute an Immaterial Subsidiary or (F) Excluded Accounts, (d) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken, nor shall the Administrative Agent or Collateral Agent be authorized to take any such action, to create any security interests under security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction in assets located or titled outside of the United States (including any Equity Interests of Foreign Subsidiaries and any Foreign Intellectual Property) or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), and (e) no Loan Party shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement. The Administrative Agent (in its reasonable discretion) 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 Subsidiary (including extensions beyond the Effective Date, the timelines set forth in Schedule 5.14 or in connection with assets acquired, or 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, with respect to any Lender, its Revolving Commitment, Other Revolving Commitments of any Class, Other Term Commitments of any Class or any combination thereof (as the context requires).

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

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“ Company Competitor ” means any competitor of Holdings and/or any of its subsidiaries.

“ Company Material Adverse Effect ” has the meaning assigned to such term in the Contribution and Exchange Agreement.

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

“ Competitor Debt Fund Affiliate ” means, with respect to any Company Competitor or any Affiliate thereof, any debt fund, investment vehicle, regulated bank entity or unregulated lending entity that is (i) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business and (ii) managed, sponsored or advised by any person that is controlling, controlled by or under common control with the relevant Company Competitor or Affiliate thereof, but only to the extent that no personnel involved with the investment in the relevant Company Competitor (A) makes (or has the right to make or participate with others in making) investment decisions on behalf of, or otherwise cause the direction of the investment policies of, such debt fund, investment vehicle, regulated bank entity or unregulated entity or (B) except in its capacity as a Lender or potential lender, has access to any information (other than information that is publicly available) relating to Holdings and/or any entity that forms part of any of its business (including any of its subsidiaries).

“ Compliance Certificate ” means a Compliance Certificate required to be delivered pursuant to Section  5.01 .

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

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

(i) total interest expense and, to the extent not reflected in such total interest expense, non-cash interest payments, premium payments, debt discount, fees, charges and related expenses incurred in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, the implied interest component of synthetic leases with respect to such period, interest in respect of Capital Lease Obligations, any commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Receivables Financing, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative instruments, and commissions, discounts and other fees and charges owed with respect to bankers acceptances, and bank and letter of credit fees and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed),

17

(ii) provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise and similar taxes based on income, profits, revenue or capital and foreign withholding taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations,

(iii) depreciation and amortization (including amortization of (A) deferred financing, commissions, fees, expenses, yield or costs (including original issue discount) and (B) intangible assets),

(iv) 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, (A) the Borrower may determine not to add back such non-cash charge in the current period or (B) to the extent the Borrower decides to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period,

(v) the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any Restricted Subsidiary that is not a wholly-owned subsidiary deducted from and not added back in such period to Consolidated Net Income, excluding cash distributions in respect thereof,

(vi) (A) for periods prior to the Effective Date, the amount of management, monitoring, consulting and advisory fees, indemnities and related expenses paid or accrued in such period to (or on behalf of) the Sponsors (including any termination fees payable in connection with the early termination of management and monitoring agreements), (B) the amount of any fees or reimbursements (including pursuant to any management agreement) of directors, officers, employees, consultants and board observers and (C) the amount of payments made to option holders of Holdings or any Parent Entity in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, and the employer portion of any payroll taxes associated therewith, in each case to the extent permitted in the Loan Documents,

(vii) losses or discounts on sales of receivables and related assets in connection with any Permitted Receivables Financing,

(viii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated EBITDA in any prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to clause (c)  below for any previous period and not added back,

18

(ix) (A) any costs or expenses incurred or paid by Holdings (or any direct or indirect parent thereof), the Borrower or any Restricted Subsidiary pursuant to any management equity plan or stock option plan, “phantom” stock plans or any other management or employee benefit plan or long term incentive plan or agreement, any severance agreement or any stock subscription, registration rights or shareholder agreements, non-compete agreements and other similar agreements and the employer portion of any payroll taxes associated therewith, and (B) any charge in connection with the rollover, acceleration or payout of equity interests held by management and members of the board of Holdings, and the employer portion of any payroll taxes associated therewith, in each case under this clause (B) , to the extent any such cash charge is funded with net cash proceeds contributed to Holdings as a capital contribution or as a result of Net Proceeds of an issuance of Equity Interests (other than Disqualified Equity Interests, any “specified equity contribution” or any “excluded contribution” (other than any such excluded contribution designated for such purpose)) of Holdings,

(x) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature,

(xi) charges attributable to, and payments of, legal settlements, fines, judgments or orders,

(xii) earn-out obligation expense incurred in connection with the Contribution and Exchange, any acquisition or any other investment (including any acquisition or other investment consummated prior to the Effective Date) which is paid or accrued during the applicable period,

(xiii) proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not then received so long as the Borrower in good faith expects Holdings or the Restricted Subsidiaries to receive such proceeds within the next four fiscal quarters (it being understood that to the extent such proceeds are not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Consolidated EBITDA for such fiscal quarters)),

(xiv) the amount of any charge or deduction associated with any Restricted Subsidiary that is attributable to any non-controlling interest or minority interest of any third party,

(xv) (A) the amount of any charge in connection with a single or one-time event, including, without limitation, in connection with the Contribution and Exchange and/or any acquisition consummated after the Effective Date

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(including, without limitation, legal, accounting and other professional fees and expenses incurred in connection with acquisitions and other investments made prior to the Effective Date) and (B) charges, expenses or losses incurred in connection with any Tax Restructuring (in each case, whether or not consummated),

(xvi) charges relating to the sale of products in new locations, including, without limitation, start-up costs, initial testing and registration costs in new markets, the cost of feasibility studies, travel costs for employees engaged in activities relating to any or all of the foregoing and the allocation of general and administrative support in connection with any or all of the foregoing,

(xvii) charges associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and charges relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, employees’, consultants’, directors’ or managers’ compensation, fees and expense reimbursement, charges relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees (collectively, “ Public Company Costs ”),

(xviii) [reserved],

(xix) add-backs and adjustments set forth in any quality of earnings analysis prepared by independent registered public accountants of recognized national standing or any other accounting firm reasonably acceptable to the Administrative Agent and delivered to the Administrative Agent in connection with any Permitted Acquisition or similar permitted Investment, and

(xx) costs, expenses, charges, accruals, reserves (including restructuring costs related to acquisition prior to, on or after the Effective Date) or expenses attributable to the undertaking and/or the implementation of cost savings initiatives, operating expense reductions and other restructuring and integration and transition costs,

plus

(b) (1) without duplication, the amount of “run rate” cost savings, operating expense reductions and synergies related to the Transactions and any Specified Transaction, or any restructuring, cost saving initiative or other initiative that are projected by the Borrower in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken or initiated on or prior to the date that is 18 months after the end of the relevant Test Period or, in the case of the Transactions, the Effective Date (in the good faith determination of the Borrower), including any cost

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savings, expenses and charges (including restructuring and integration charges) in connection with, or incurred by or on behalf of, any Joint Venture of Holdings or any Restricted Subsidiary (whether accounted for in the financial statements of any such Joint Venture, Holdings or the Borrower) with respect to any of the Transactions, Specified Transaction and any restructuring, cost saving initiative or other initiative (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such cost savings are factually supportable and reasonably identifiable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (b)  to the extent duplicative of any expenses or charges relating to such cost savings, operating expense reductions or synergies that are included in clause (a)  above (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken) and (C) the aggregate amount added pursuant to this clause (b)(1) with respect to any Test Period as a result of actions that are expected to be taken or expected to be initiated prior to the date that is 18 months after the end of the relevant Test Period (other than cost savings, operating expense reductions or synergies related to the Transactions) shall not exceed an amount equal to 20.0% of Consolidated EBITDA for such Test Period (prior to giving effect thereto) and (2) other adjustments and add-backs calculated in accordance with Regulation S-X;

less

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

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

(ii) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any Restricted Subsidiary that is not a wholly-owned subsidiary added to and not deducted in such period from Consolidated Net Income, and

(iii) cash expenditures (or any netting arrangements resulting in increased cash expenditures) not representing Consolidated EBITDA in any period to the extent non-cash losses relating to such expenditures were added to the calculation of Consolidated EBITDA for any previous periods and not subtracted back,

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

(I) there shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by Holdings or any Restricted Subsidiary during such period (other than

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any Unrestricted Subsidiary) whether such acquisition occurred before or after the Effective Date to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “ Converted Restricted Subsidiary ”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis,

(II) there shall be (A) excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Holdings or any Restricted Subsidiary during such period (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “ Sold Entity or Business ”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “ Converted Unrestricted Subsidiary ”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis and (B) included in determining Consolidated EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal) as specified in the Pro Forma Disposal Adjustment certificate delivered to the Administrative Agent (for further delivery to the Lenders), and

(III) Consolidated EBITDA shall be increased (with respect to losses) or decreased (with respect to gains) by, without duplication, any net realized gains and losses relating to (i) amounts denominated in foreign currencies resulting from the application of FASB ASC 830 (including net realized gains and losses from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized gains or losses from related Swap Agreements (entered into in the ordinary course of business or consistent with past practice)) or (ii) any other amounts denominated in or otherwise trued-up to provide similar accounting as if it were denominated in foreign currencies.

Notwithstanding the foregoing, but subject to any adjustment set forth above with respect to any transactions occurring after the Effective Date, Consolidated EBITDA shall be $19,833,000, $32,738,000, $21,643,000 and $18,269,000 for the fiscal quarters ended March 31, 2018, December 30, 2017, September 30, 2017, and July 1, 2017, respectively.

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“ Consolidated First Lien Debt ” means the amount of Consolidated Total Net Debt that is secured by a Lien on any assets or property of Holdings or any Restricted Subsidiary on a pari passu basis (but without regard to the control of remedies) with the Liens securing the Secured Obligations in respect of the Revolving Commitments in effect on the Effective Date.

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

(a) extraordinary, exceptional unusual or non-recurring gains or losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, non-recurring or unusual items), severance, relocation costs, integration and facilities’ opening costs, restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the Effective Date and adjustments to existing reserves and any restructuring charge relating to any Tax Restructuring), whether or not classified as restructuring expense on the consolidated financial statements, business optimization charges, systems implementation charges, charges relating to entry into a new market, consulting charges, software development charges, charges associated with new systems design, project startup charges, charges in connection with new operations, corporate development charges, signing costs, retention or completion bonuses (and the employer portion of any payroll taxes associated therewith), transition costs, costs related to closure/consolidation of facilities, internal costs in respect of strategic initiatives, duplicative rent expense, implementation of any enhanced accounting function (including in connection with becoming a standalone entity or public company) and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of liabilities relating to any Multiemployer Plan or Plan), for such period,

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

(c) Transaction Costs, including (i) payment of any severance and the amount of any other success, change of control or similar bonuses or payments payable to any current or former employee, director, officer or consultant of Holdings or any of the Subsidiaries as a result of the consummation of the Contribution and Exchange without the requirement of any action on the part of Holdings or any of the Subsidiaries, and (ii) costs in connection with payments related to the rollover, acceleration or payout of equity interests and stock options held by management and members of the board of Holdings and the Subsidiaries, including the payment of any employer taxes related to the items in this clause (c) ,

(d) the net income (loss) for such period of any Person that is an Unrestricted Subsidiary and any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions or other similar payments that are actually paid in cash (or to the extent converted into cash) by such Person to Holdings or any Restricted Subsidiary during such period,

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(e) any fees and expenses (including any transaction or retention bonus or similar payment) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, non-recurring costs to acquire equipment to the extent not capitalized in accordance with GAAP, Investment, recapitalization, asset disposition, non-competition agreement, issuance or repayment of debt, issuance of equity securities, registration of existing equity securities or other public offering of equity securities, refinancing transaction or amendment or other modification of, or waiver or consent relating to, any debt instrument (in each case, including the Transaction Costs and any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed and/or successful) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not completed and/or successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460),

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

(g) accruals and reserves that are established or adjusted in accordance with GAAP (including any adjustment of estimated payouts on existing earnouts, inventory, property and equipment, leases, rights fee arrangements, software, goodwill, intangible assets, in-process research and development, deferred revenue, advanced billings and debt line items thereof) resulting from the application of recapitalization accounting or the acquisition method of accounting, as the case may be, in relation to the Transactions, any Permitted Acquisition or any consummated acquisition or the amortization or write-off of any amounts thereof) or changes as a result of the adoption or modification of accounting policies during such period or inventory valuation policy methods (including changes in capitalization or variances) or other inventory adjustments (including any non-cash increase in expense as a result of last-in-first-out and/or first-in-last-out methods of accounting),

(h) all Non-Cash Compensation Expenses,

(i) any income (loss) attributable to deferred compensation plans or trusts, any employment benefit scheme or any similar equity plan or agreement,

(j) any income (loss) from investments recorded using the equity method of accounting (but including any cash dividends or distributions actually received by Holdings or any Restricted Subsidiary in respect of such investment),

(k) any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business) or income (loss) from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

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(l) any non-cash gain (loss) attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification 815-Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification 825-Financial Instruments; provided that any cash payments or receipts relating to transactions realized in a given period shall be taken into account in such period,

(m) any non-cash gain (loss) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances or any other currency-related risk), unrealized or realized net foreign currency translation or transaction gains or losses impacting net income,

(n) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made),

(o) any 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 including, in each case, as a result of a Change in Law;

(p) the effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and the Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting in relation to the Transactions or any acquisition consummated before or after the Effective Date, and the amortization, write-down or write-off of any amounts thereof, net of taxes;

(q) all discounts, commissions, fees and other charges (including interest expense) associated with any Permitted Receivables Financing; and

(r) the amount of any expense required to be recorded as compensation expense related to contingent transaction consideration and the employer portion of any payroll taxes associated therewith.

In addition, to the extent not already included in Consolidated Net Income, Consolidated Net Income shall include the amount of proceeds received or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), due from business interruption insurance or reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other Investment or any disposition of any asset permitted hereunder.

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“ Consolidated Secured Debt ” means Consolidated Total Net Debt that is secured by a Lien on any assets or property of Holdings and the Restricted Subsidiaries.

“ Consolidated Total Assets ” means, as at any date of determination, the amount that would be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of Holdings and the Restricted Subsidiaries in accordance with GAAP (excluding, for the avoidance of doubt, amounts attributable to Unrestricted Subsidiaries). Prior to the delivery of the financial statements pursuant to Section  5.01(a) and Section  5.01(b) , Consolidated Total Assets shall be determined by reference to the Unaudited Financials.

“ Consolidated Total Debt ” means, as of any date of determination, the outstanding principal amount of all third party Indebtedness for borrowed money (including purchase money Indebtedness), unreimbursed drawings under letters of credit to the extent not reimbursed within one Business Day following the drawing thereof (or such later time as may be permitted by the documentation governing the issuance of such letter of credit), Capital Lease Obligations and third party Indebtedness obligations evidenced by bonds, debentures, notes or similar instruments, in each case, of Holdings and the Restricted Subsidiaries on such date, on a consolidated basis and determined in accordance with GAAP (but without giving effect to any election to value any such Indebtedness at “fair value”, as described in clause (a)  of the definition of “GAAP”, or any other accounting principle that results in any such Indebtedness (other than zero coupon Indebtedness) being reflected as an amount below the stated principal amount thereof and excluding, in any event, the effects of any discounting of Indebtedness resulting from the application of acquisition method accounting in connection with any Permitted Acquisition or other Investment). Notwithstanding the foregoing, Indebtedness incurred pursuant to Permitted Receivables Financings and Permitted Floor Plan Financing Lines shall not constitute Indebtedness for the purposes of the definition of “Consolidated Total Debt”; except that, solely for the purposes of determining compliance with the Financial Maintenance Covenant, such exclusion shall only apply to an aggregate outstanding principal amount of up to $30,000,000 of such Indebtedness.

“ Consolidated Total Net Debt ” means, as of any date of determination, an amount equal to:

(a) Consolidated Total Debt as of such date; minus

(b) to the extent constituting Collateral and maintained in one or more Controlled Accounts, cash and Cash Equivalents (which may also include cash and Cash Equivalents securing other Indebtedness permitted hereunder that is secured by a Lien on the Collateral permitted hereunder along with the Credit Facilities), in an aggregate amount not to exceed $35,000,000.

“ 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 the Restricted Subsidiaries at such date, excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a

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consolidated balance sheet of Holdings and the Restricted Subsidiaries on such date, including 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 and (iv) the current portion of current and deferred income taxes.

“ Contribution and Exchange ” has the meaning assigned to such term in the preamble hereto.

“ Contribution and Exchange Agreement ” has the meaning assigned to such term in the preamble hereto.

“ Contribution Indebtedness ” means unsecured Indebtedness of Holdings or any Restricted Subsidiary in an amount equal to the aggregate amount of cash contributions made after the Effective Date to Holdings in exchange for Qualified Equity Interests of Holdings, except to the extent utilized in connection with any other transaction permitted by Sections 6.04 and 6.08 , and except to the extent such amount increases the Available Amount or the Available Equity Amount or is made from Specified Equity Issuances; provided that the maturity date of any Contribution Indebtedness shall be no earlier than the Revolving Maturity Date.

“ 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 Agreement ” means, with respect to any deposit, commodities or securities account, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, among the Collateral Agent, the financial institution or other Person at which such account is maintained, and the Loan Party maintaining such account, which grants “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to the Collateral Agent (and, if applicable, such holder or representative) and whereby the financial institution or other Person at which such account is maintained agrees, upon notice received by such Person from the Collateral Agent, to comply only with the instructions originated by the Collateral Agent without the further consent of such Loan Party.

“ Controlled Account ” means any deposit, commodities or securities account of any Loan Party that is either (i) maintained with the Administrative Agent or the Collateral Agent or (ii) subject to a Control Agreement in favor of the Administrative Agent or Collateral Agent.

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

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

“ Credit Agreement Refinancing Indebtedness ” means Indebtedness issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or in part, Incremental Term

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Loans (if any), Additional/Replacement Revolving Commitments or Revolving Loans (or unused Revolving Commitments) (such Indebtedness, “ Refinanced Debt ”); provided that such exchanging, extending, renewing, replacing or refinancing Indebtedness (a) does not mature earlier than and, except in the case of the Revolving Commitments, does not have a Weighted Average Life to Maturity shorter than the Refinanced Debt, (b) does not have mandatory prepayment or redemption provisions (other than customary asset sale proceeds events, insurance and condemnation proceeds events, change of control offers, events of default or, in the case of secured Indebtedness, excess cash flow sweeps (but no greater than the excess cash flow sweeps then applicable to the Loans)) that could result in the prepayment or redemption thereof prior to the maturity date of the Refinanced Debt, (c) with respect to Refinanced Debt consisting of Revolving Commitments, will not require scheduled amortization or mandatory commitment reductions prior to the latest maturity date of such Refinanced Debt, (d) except as otherwise provided herein or such amount is otherwise permitted under Section  6.01 , is in an original aggregate principal amount not greater than the aggregate principal amount plus accrued interest of the Refinanced Debt (plus any premium, fees and expenses incurred in connection with such exchange, extension, renewal, replacement or refinancing), (e) is not issued, borrowed or guaranteed by any entity that is not a Loan Party, (f) in the case of any secured Indebtedness (i) is not secured by any assets not securing the Secured Obligations and (ii) is secured pari passu with or junior to the Liens securing the Secured Obligations and is subject to an Intercreditor Agreement and (g) has terms and conditions (excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and, subject to clauses (a)  and (b)  above, prepayment or redemption provisions, provided that any such Indebtedness that is secured on a pari passu basis with the Liens securing the Secured Obligations may participate in any mandatory prepayment on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) with the Loans that are substantially identical to or not materially more favorable (when taken as a whole and as reasonably determined by the Borrower) to the lenders or investors providing such Indebtedness than the Refinanced Debt (when taken as a whole) (it being understood that, to the extent that any covenant or other provision is added for the benefit of any such Indebtedness, no consent shall be required from the Administrative Agent or any of the Lenders if such covenant or provision is either (i) also added for the benefit of all Credit Facilities not constituting Refinanced Debt or (ii) only applicable to periods after the latest maturity date of such Refinanced Debt at the time of such refinancing) and if subordinate in right of payment, subject to a subordination agreement or subordination provisions reasonably acceptable to the Administrative Agent and the Borrower.

“ Credit Facilities ” means the Revolving Credit Facility and any Term Facility.

“ Cumulative Consolidated Net Income ” means, at any date of determination, an amount equal to the cumulative sum of Consolidated Net Income for the period (taken as one accounting period) commencing with the Fiscal Quarter beginning on or about July 1, 2018 to the end of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section  5.01(a) or 5.01(b) .

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

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

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“ Declining Lender ” has the meaning assigned to such term in Section  2.11(d).

“ 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 ” has the meaning assigned to such term in the definition of “Lender Default”.

“ Defaulting Lender Fronting Exposure ” means, at any time there is a Revolving Lender that 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 Revolving 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 Revolving Lenders or cash collateralized in accordance with the terms hereof.

“ Designated Non-Cash Consideration ” means the Fair Market Value of non-cash consideration received by Holdings or any Restricted Subsidiary in connection with a Disposition pursuant to Section  6.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“ 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  E .

“ Discount Range Prepayment Offer ” means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit  F , 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) .

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

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

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

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

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

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

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

(c) is redeemable (other than 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 91 days after the Revolving Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the date hereof, the date hereof); 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

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to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” a “change of control” or similar event 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 and the termination of the Commitments, (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants, of Holdings (or any direct or indirect parent thereof) or any Subsidiary or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings or any Subsidiary in order to satisfy applicable statutory or regulatory obligations of such Person and (iii) no Equity Interest held by any future, present or former employee, director, officer, manager, member of management, consultant or independent contractor (or their respective affiliates or immediate family members) of Holdings (or any subsidiary thereof) shall be considered a Disqualified Equity Interest solely because such stock is redeemable or subject to repurchase pursuant to any customary stock option, employee stock award or similar agreement that may be in effect from time to time.

“ Disqualified Lenders ” means:

(i) those Persons identified by the Borrower to the Joint Bookrunners in writing on or prior to Effective Date;

(ii) any Company Competitor that is identified in writing (which list of Company Competitors may be supplemented by the Borrower after the Effective Date by means of a written notice to the Administrative Agent, but which supplementation shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation in the Loans); and

(iii) any Affiliate of any Person described in clauses (i)  and (ii) above (other than any Competitor Debt Fund Affiliate) that is either identified in writing to the Administrative Agent or readily identifiable on the basis of such Affiliate’s name;

it being understood and agreed that the identification of any Person as a Disqualified Lender after the Effective Date shall not apply to retroactively disqualify any Person that has previously acquired an assignment or participation interest in the Loans.

“ Distressed Person ” has the meaning assigned to such term in the definition of “Lender-Related Distress Event”.

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

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time in accordance with Section  1.05 hereof.

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

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“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

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

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

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

“ Effective Date Refinancing ” means, collectively, the refinancing or repayment, repurchase or other discharge of the Existing Credit Agreement Indebtedness, the termination of all commitments to extend credit thereunder and the termination and/or release of any security interests and guarantees in connection therewith.

“ Effective Yield ” means, with respect to any term facility or other term loans, as of any date of determination, the sum of (i) the higher of (A) the Adjusted LIBO on such date for a deposit in Dollars with a maturity of three months and (B) the “LIBOR floor”, if any, with respect thereto as of such date (or other applicable margin), (ii) the Applicable Rate (or other applicable margin) as of such date for Eurocurrency Loans (or other loans that accrue interest by reference to a similar reference rate) and (iii) the amount of original issue discount and/or upfront fees paid and payable thereon (converted to yield assuming a four-year average life and without any present value discount), but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such term loan facility or other term loans.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (including, in the case of Term Loans and subject to the requirements of Section  9.04(g) , (h) or (i) , as applicable, Holdings, the Borrower or any of their Affiliates, and excluding in the case of Revolving Commitments, Revolving Loans or any obligations in respect of LC Exposure or Swingline Exposure, any Affiliated Lender or Holdings or any Subsidiary thereof), other than, in each case, (i) a natural person, (ii) a Defaulting Lender or (iii) a Disqualified Lender.

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means applicable common law and applicable Requirements of Law, and all applicable injunctions or legally binding agreements issued, promulgated or entered into by or with any Governmental Authority, in each instance relating to the protection of the environment, including with respect to the preservation or reclamation of natural resources or the generation, use, handling transportation, storage, treatment or disposal (including any Release or threatened Release) of any Hazardous Material, or, to the extent relating to exposure to Hazardous Materials, the protection of human health or safety.

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“ 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 or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) 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 legally binding 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, or 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 any Loan Party, is treated as a single employer under Section 414(b) or Section 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Sections 414(b), (c), (m) and (o) of the Code.

“ ERISA Event ” means (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure by a Loan Party or any ERISA Affiliate to satisfy the minimum funding standards (within the meaning of Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA) applicable to any Plan, whether or not waived; (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a written determination by any Plan or the PBGC that such plan is 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 (other than premiums due and not delinquent under Section 4007 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 written notice relating to an intention to terminate any Plan or Plans under Section 4041 of ERISA or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by a Loan Party or any ERISA Affiliate of any liability with respect to the withdrawal from any Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA), or a complete or partial withdrawal (within the meanings of Section 4203 and Section 4205 of ERISA, respectively) from a Multiemployer Plan; or (h) the receipt by a Loan Party or any ERISA Affiliate of any notice, or the receipt by any

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Multiemployer Plan from a Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, “insolvent,” within the meaning of Section 4245 of ERISA or in “endangered or critical status,” within the meaning of Section 305 of ERISA.

“ Euros ” and “ € ” mean the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.

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

“ Eurocurrency ” means, in respect of any Loan or Borrowing, a LIBOR Loan or LIBOR Borrowing.

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

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

“ Exchange Rate ” means on any day, for purposes of determining the Dollar Equivalent of any currency other than Dollars, the rate at which such other currency may be exchanged into Dollars at the time of determination on such day as set forth on the Reuters WRLD Page for such currency. In the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the Exchange Rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such Exchange Rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Excluded Accounts ” means (a) any payroll account, (b) any deposit account used, in the ordinary course of business, solely for daily accounts payable that has an ending daily balance of zero, (c) any petty cash account, (d) employee benefits, withholding tax and fiduciary accounts and (e) any deposit, securities or commodities account or accounts not otherwise constituting Excluded Accounts having an aggregate balance at any one time of no greater than $5,000,000.

“ Excluded Assets ” means (a) (x) any fee owned real property other than Material Real Property and (y) all leasehold interests in real property, (b) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such license, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction, but excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code of any applicable jurisdiction), (c) any asset to the extent a pledge thereof or grant of security interest therein is prohibited by any Requirement

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of Law (including any legally effective requirement to obtain the consent of any governmental authority, except to the extent such consent has been obtained, other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law, including the Uniform Commercial Code of any applicable jurisdiction), (d) margin stock and, to the extent (i) prohibited by the terms of, creating an enforceable right of termination in favor of any other party thereto (other than any Loan Party) or requiring the consent of one or more third parties under and/or (ii) any pledge could give rise to a “right of first refusal”, a “right of first offer” or a similar right that may be exercised by any third party pursuant to, any applicable Organizational Documents, joint venture agreement or shareholders’ agreement, Equity Interests in any Person other than Restricted Subsidiaries that are material wholly-owned subsidiaries, (e) assets to the extent a security interest or grant of perfection in such assets would result in material adverse tax consequences to Holdings or one or more of the Restricted Subsidiaries as reasonably determined by the Borrower in consultation with (but without the consent of) the Administrative Agent, (f) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (g) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangement permitted hereunder to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement, capital lease or similar arrangement or create a breach, default or right of termination in favor of any other party thereto (other than any Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or other similar applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction or other similar applicable law notwithstanding such prohibition, (h) Equity Interests in (x) any Foreign Subsidiary, (y) any FSHCO or (z) any Domestic Subsidiary of either of the foregoing, other than 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any first tier Foreign Subsidiary that is a CFC, (i) the Equity Interests of any (A) Immaterial Subsidiary, (B) Unrestricted Subsidiary, (C) not-for-profit subsidiary, any Special Purpose Entity and/or any captive insurance company, (D) any employee stock ownership plan or trust established by Holdings or any of the Subsidiaries or a direct or indirect parent of Holdings (to the extent such employee stock ownership plan or trust has been funded by Holdings or any of the Subsidiaries), (E) any Equity Interests pledged to secured Acquisition Debt permitted to be assumed hereunder and (F) any Equity Interests of any Person other than a wholly-owned Restricted Subsidiary, (j) Vehicles, aircraft, aircraft engines and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by filing a UCC financing statement, (k) any retail inventory and other household items attached to or inside such inventory, and the proceeds thereof, to the extent such inventory is subject to a Lien granted in connection with a Permitted Floor Plan Financing Line, (l) any receivable subject to a Permitted Receivables Financing and (m) receivables, leases contracts, loans, mortgages, royalties and related assets (or interests therein) including but not limited to inventory, bank accounts, records and proceeds of any of the foregoing either (A) sold or contributed to any Receivables Subsidiary or (B) otherwise pledged, factored, transferred or sold, in each case, in connection with any Permitted Receivables Financing. Other assets shall be deemed to be “Excluded Assets” if the Administrative Agent and the Borrower reasonably agree in writing that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the value of such assets as Collateral.

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“ Excluded Subsidiary ” means any of the following (except as otherwise provided in clause (b)  of the definition of “Subsidiary Loan Party”): (a) any Subsidiary that is not a direct or indirect wholly-owned subsidiary of Holdings, (b) each Subsidiary listed on Schedule  1.01(a) , (c) each Unrestricted Subsidiary, (d) each Immaterial Subsidiary, (e) any Subsidiary that is prohibited by (i) applicable Requirements of Law or (ii) any contractual obligation existing on the Effective Date or on the date any such Subsidiary is acquired (so long as, in respect of any such contractual prohibition, such prohibition is not incurred in contemplation of such acquisition and only for so long as such restriction is continuing), in each case from guaranteeing the Secured Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee (unless such consent, approval, license or authorization has been received), (f) any Foreign Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any FSHCO, (i) any Subsidiary for which the provision of a Guarantee would result in a material adverse Tax consequence (including taking into account the imposition of material withholding or other Taxes) to Holdings or one or more of the Subsidiaries (as reasonably determined by Holdings in good faith) (j) any other Subsidiary excused from becoming a Loan Party pursuant to clause (a)  of the last paragraph of the definition of the term “Collateral and Guarantee Requirement,” (k) each Receivables Subsidiary, (l) any Restricted Subsidiary acquired by Holdings or any Restricted Subsidiary that, at the time of the relevant Permitted Acquisition or Investment, is an obligor in respect of assumed Indebtedness that is permitted hereunder (and not incurred in contemplation of such Permitted Acquisition or Investment) to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such Restricted Subsidiary from providing a Guarantee and such prohibition was not implemented in contemplation of such Permitted Acquisition and (m) any not-for-profit Subsidiaries, captive insurance companies or other Special Purpose Entities designated by Holdings from time to time.

“ Excluded Swap Obligation ” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the U.S. Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any applicable keep well, support, or other agreement for the benefit of such Guarantor and any and all Guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a Master Agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

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“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender 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 imposed on (or measured by) its net income or profits (however denominated), branch profits Taxes and franchise Taxes, in each case imposed by (i) a jurisdiction as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, such jurisdiction or (ii) any jurisdiction as a result of any other present or former connection between such recipient and the jurisdiction imposing such Tax (other than imposed as a result of 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 withholding Tax that is attributable to a Lender’s failure to comply with Section  2.17(e) , (c) except in the case of an assignee pursuant to a request by the Borrower under Section  2.19 , any U.S. federal withholding Taxes imposed due to a Requirement of Law in effect at the time a Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to 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) and (d) any U.S. federal withholding Tax imposed pursuant to FATCA.

“ Existing Champion Credit Agreement ” means that certain Credit Agreement, dated as of March 19, 2010 (as amended on July 29, 2010, February 16, 2011 and August 30, 2014, as amended and restated March 18, 2015, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof), by and among the Borrower, the other Loan Parties (as defined therein) party thereto, the Lenders (as defined therein) party thereto and Wells Fargo Bank, N.A., as administrative agent and collateral agent.

“ Existing Credit Agreement Indebtedness ” means the principal, interest, fees and other amounts, other than contingent obligations not due and payable, outstanding under the Existing Champion Credit Agreement.

“ Existing IRB Obligations ” means Indebtedness outstanding on the Effective Date in respect of industrial revenue bonds owing by the Borrower pursuant to, collectively, (i) that certain letter of credit, issued on June 1, 1999 (as the same may be amended, restated, replaced, backstopped or renewed from time to time) on behalf of the Borrower to secure bonds issued by Oneida County Industrial Development Agency (the “ Oneida Issuer ”) pursuant to the Indenture of Trust, dated as of June 1, 1999 between the Oneida Issuer and Harris Trust and Savings Bank, as Trustee (as amended, restated, amended and restated, assigned, supplemented or otherwise modified from time to time) and (ii) that certain Loan Agreement, dated as of April 1, 1999 (as amended, restated, amended and restated, assigned, supplemented or otherwise modified from time to time) among The Industrial Development Authority of the County of Maricopa, as lender thereunder, and the Borrower, as successor-in-interest to Redman Home, Inc., a Delaware corporation, pursuant to that certain Assignment and Assumption Agreement, dated as of March 19, 2010, as the borrower thereunder.

“ Existing Letters of Credit ” means each letter of credit identified on Schedule  1.01(b) .

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“ Fair Market Value ” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset. Except as otherwise expressly set forth herein, such value shall be determined in good faith by the Borrower.

“ FATCA ” means Sections 1471 through 1474 of the Code as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or official administrative interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities and implementing such Sections of the Code (or any such amended or successor version described above).

“ FCPA ” has the meaning assigned to such term in Section  3.17(b) .

“ 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 of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citizens Bank, N.A., on such day on such transactions as determined by the Administrative Agent.

“ FEMA ” has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement.”

“ Financial Officer ” means a chief financial officer, principal accounting officer, treasurer or controller of Holdings or the Borrower.

“ Financial Maintenance Covenant ” has the meaning assigned to such term in Section  6.10 .

“ Financial Maintenance Covenant Event of Default ” has the meaning assigned to such term in Section  7.01(d).

“ First Lien Net Leverage Ratio ” means, on any date of determination, the ratio of (a) Consolidated First Lien Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated EBITDA for such Test Period.

“ Fiscal Quarter ” means a fiscal quarter of Holdings.

“ Fiscal Year ” means a fiscal year of Holdings ending on the Saturday nearest to March 31 of such calendar year.

“ Fixed Amounts ” has the meaning assigned to such term in Section  1.08(b) .

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“ Flood Documents ” has the meaning assigned to such term in paragraph (u) of Article VIII .

“ Flood Insurance Laws ” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (e) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (e) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Foreign Benefit Plan Event ” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law or in excess of unfunded liabilities in excess of the amount permitted under any applicable law or in excess of the amount that would be permitted absent a waiver from applicable Governmental Authority or (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments.

“ Foreign Intellectual Property ” means any right, title or interest in or to any Intellectual Property governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof.

“ Foreign Pension Plan ” means any defined benefit plan sponsored, maintained or contributed to by any Loan Party or any Foreign Subsidiary that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“ Foreign Prepayment Event ” has the meaning assigned to such term in Section  2.11(g) .

“ Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia.

“ FSHCO ” means any direct or indirect Domestic Subsidiary that has no material assets other than equity and debt (including any debt instrument treated as equity for U.S. federal income tax purposes) of one or more direct or indirect Foreign Subsidiaries that are CFCs.

“ Funded Debt ” means all Indebtedness of Holdings and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of Holdings or any Restricted Subsidiary, 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; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the

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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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided , further , that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof. Notwithstanding any other provision contained herein, (a) 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 FASB Accounting Standards Codification 825-Financial Instruments, or any successor thereto (including pursuant to the FASB Accounting Standards Codification), to value any Indebtedness of Holdings or any subsidiary at “fair value,” as defined therein and (b) the amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of Capital Lease Obligations.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether 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).

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

“ 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 after the Effective Date 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.

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

“ Guarantors ” means, collectively, Holdings and the Subsidiary Loan Parties.

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

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

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

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

“ IFRS ” means international accounting standards as promulgated by the International Accounting Standards Board.

“ Immaterial Subsidiary ” means any Subsidiary that is not a Material Subsidiary.

“ Impacted Loans ” has the meaning assigned to such term in Section  2.14(a)(ii) .

“ Incremental Cap ” means, as of any date of determination, the sum of

(a) the Incremental Starter Amount (after giving effect to any permitted reclassification of the amounts incurred pursuant to this clause (a)  as being incurred pursuant to clause (c)  of the definition of Incremental Cap in accordance with the last paragraph of this definition), plus

(b) (x) the aggregate amount of all voluntary prepayments of Revolving Loans, to the extent accompanied by permanent reductions of the Revolving Commitments or the commitments under any Incremental Revolving Facilities, any Incremental Term Facilities and/or any Incremental Equivalent Debt (in each case (1) which Indebtedness is secured on a pari passu basis with the Liens securing the Secured Obligations and (2) other than an Incremental Facility or Incremental Equivalent Debt incurred pursuant to clause (c) below); provided that such amount may only be utilized to incur Indebtedness that is secured on a pari passu with or a junior basis to the Liens securing the Indebtedness prepaid or repaid, (y) the amount of any voluntary prepayment of any Credit Agreement Refinancing Indebtedness previously applied to the voluntary prepayment of Revolving Loans, to the extent accompanied by any permanent reduction of the Revolving Commitments or the commitments under any Incremental Revolving Facility, any Incremental Term Facilities, and/or any Incremental

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Equivalent Debt, in each case secured on a pari passu basis with the Liens securing the Secured Obligations (other than an Incremental Facility incurred pursuant to clause (c) below), so long as the relevant prepayment was not previously included in clause (b)(x) above, provided that such amount may only be utilized to incur Indebtedness that is secured on a pari passu with or a junior basis to the Liens securing the Indebtedness being prepaid or repaid and (z) the cash amount paid in respect of any reduction in the outstanding principal amount of any Incremental Term Loans (1) which Indebtedness is secured on a pari passu basis with the Liens securing the Secured Obligations and (2) other than an Incremental Facility or Incremental Equivalent Debt incurred pursuant to clause (c) below) resulting from assignments to (and purchases by) Holdings or any Restricted Subsidiary (so long as such Incremental Term Loans are retired and immediately cancelled), provided that such amount may only be utilized to incur Indebtedness that is secured on a pari passu with or a junior basis to the Liens securing the Indebtedness being prepaid or repaid; provided further that for each of clauses (x) , (y) and (z) , the relevant prepayment or assignment and purchase is not funded with Indebtedness, plus

(c) the maximum aggregate principal amount of Indebtedness that can be incurred, after giving effect to the incurrence of any Incremental Facility, Incremental Equivalent Debt or Ratio Indebtedness pursuant to this clause (c) (which shall assume that the full amounts of any Incremental Revolving Commitment Increase and Additional/Replacement Revolving Commitments established at such time are fully drawn) and the use of proceeds thereof (but without netting the proceeds thereof), on a Pro Forma Basis (but without giving effect to any simultaneous incurrence of any Incremental Facility, Incremental Equivalent Debt or Ratio Indebtedness incurred in reliance on the foregoing clause (a)  or (b) ), without causing the applicable Ratio Debt Incurrence Test to be exceeded.

It is understood and agreed that (x) any Incremental Facility, Incremental Equivalent Debt or Ratio Indebtedness incurred in reliance on clause (a) or (b) of this definition may be reclassified as the Borrower elects, from time to time, as incurred in reliance on clause (c) if the Borrower is able to satisfy the applicable incurrence test in respect of clause (c) at such time on a Pro Forma Basis and (y) if the First Lien Net Leverage Ratio for the incurrence of any such Incremental Facility or Incremental Equivalent Debt would be satisfied on a Pro Forma Basis as of the end of any fiscal quarter, the reclassification described in clause (x) shall be deemed to have occurred automatically.

“ Incremental Equivalent Debt ” has the definition assigned to such term in Section  6.01(a)(xxiii) .

“ Incremental Facility ” has the meaning assigned to such term in Section  2.20(a) .

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

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

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“ Incremental Starter Amount ” means, as of the date of determination, an amount equal to $85,000,000 (less the principal amount (or, as applicable, committed principal amount) of all Incremental Facilities, all Incremental Equivalent Debt and all Ratio Indebtedness, in any such case, that was incurred under the foregoing fixed amount prior to the applicable date of incurrence).

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

“ 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 to the extent the same would appear as a liability on a balance sheet of such Person prepared in accordance with GAAP,

(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,

(d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current trade or other ordinary course payables or liabilities or accrued expenses (but not any refinancings, extensions, renewals or replacements thereof) incurred in the ordinary course of business and maturing within 365 days after the incurrence thereof except if such trade or other ordinary course payables or liabilities or accrued expenses bear interest, (ii) any earn-out obligation, purchase price adjustment or similar obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid within 30 days after being due and payable and (iii) liabilities associated with customer prepayments and deposits),

(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) to the extent not otherwise included, 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 of credit and letters of guaranty, and

(i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances;

provided that the term “Indebtedness” shall not include (i) Repurchase Obligations, (ii) deferred or prepaid revenue (including billing in excess of earnings), (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller of such asset, (iv) contingent indemnity and similar obligations with respect to the Transactions and any obligations for payments pursuant to the

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Contribution and Exchange Agreement incurred in the ordinary course of business, (v) liabilities associated with customer prepayments and deposits and other accrued obligations (including transfer pricing), in each case incurred in the ordinary course of business, (vi) lease obligations that are not required to be accounted for as a financing or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP (including, for the avoidance of doubt, any operating leases or other obligations in respect of, or under, straight line leases), (vii) customary obligations under employment agreements and deferred compensation arrangements and (viii) Indebtedness of any direct or indirect parent of Holdings (for which none of Holdings or any Restricted Subsidiary is liable) appearing on the balance sheet of Holdings and its consolidated subsidiaries solely by reason of push down accounting under GAAP.

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 for purposes of clause (e)  above shall (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. For all purposes hereof, the Indebtedness of Holdings and the Restricted Subsidiaries shall exclude intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business.

“ Incurrence-Based Amounts ” has the meaning assigned to such term in Section  1.08(b) .

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

“ Indemnified Taxes ” means all Taxes, other than Excluded Taxes and Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“ 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.

“ Intercreditor Agreement ” means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies) at the option of the Borrower, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and/or the Collateral Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies) and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are

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intended to rank junior to the Liens on the Collateral securing the Secured Obligations, at the option of the Borrower, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and/or the Collateral Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section  2.07 substantially in the form of Exhibit I hereto.

“ 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 Eurocurrency 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 Eurocurrency 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 Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, if available to each Revolving Lender participating therein, 12 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, and (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 of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Screen Rate ” means in relation to the LIBO Rate for any Eurocurrency Loan, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the rate as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing quotations of interest rates applicable to Dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by the Administrative Agent from time to time; in each case the “ Screen Rate ”) for the longest period (for which that Screen Rate is available) that is shorter than the applicable Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available) that exceeds such Interest Period, in each case, at approximately 11:00 a.m., London time, on the Quotation Day for such Interest Period.

“ 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 Indebtedness 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

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Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and the Restricted Subsidiaries, (i) intercompany advances arising from their cash management, tax, and accounting operations and (ii) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business) 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 (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount of such Investment and without duplication of amounts increasing the Available Amount or the Available Equity Amount), but without any adjustment for writedowns or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) 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, (iii) 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 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 and without duplication of amounts increasing the Available Amount or the Available Equity Amount), 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 (iv) any Investment (other than any Investment referred to in clause (i) , (ii)  or (iii)  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 (A) the cost of all additions thereto and minus (B) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by such investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred to in clause (B)  do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto and without duplication of amounts increasing the Available Amount or the Available Equity Amount), 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 the 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.

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“ Issuing Bank ” means (a) each of Citizens Bank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Jefferies Finance LLC and Wells Fargo Bank, N.A. together with (b) each other Revolving Lender that shall have become an Issuing Bank hereunder as provided in Section  2.05(k) or Section  9.04(j) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section  2.05(l) or Section  9.04(j) ), 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. Jefferies Finance LLC will cause Letters of Credit to be issued by unaffiliated financial institutions and such Letters of Credit shall be treated as issued by Jefferies Finance LLC for all purposes under the Loan Documents.

“ Joint Bookrunners ” means, together, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Jefferies Finance LLC and Wells Fargo Bank, N.A.

“ Joint Venture ” means a joint venture, partnership or similar arrangement, whether in corporate, partnership or other legal form.

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

“ LCA Election ” has the meaning specified in Section  1.08(a) .

“ LCA Test Date ” has the meaning specified in Section  1.08(a) .

“ LC Commitment ” shall mean, in the case of each Issuing Bank, such amount as set forth in Schedule 2.01(b) hereto.

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

“ LC Exposure ” means, at any time, (a) the sum of the Dollar Equivalents of the undrawn amounts of all outstanding Letters of Credit at such time plus (b) the sum of the Dollar Equivalents of the amounts 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 3.13 or Rule 3.14 of the International Standby Practices (ISP98) or Article 29(a) of the Uniform Customs and Practice for Documentary Credits, 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 amount available to be drawn under 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 amount available thereunder, the amount of such Letter of Credit shall be deemed to be the maximum amount available to be drawn under such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn immediately at such time.

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“ Lead Arrangers ” means, together, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Jefferies Finance LLC and Wells Fargo Bank, N.A.

“ Lender Default ” means any of (a) the refusal (in writing) or failure of any Revolving Lender to make available its portion of any Revolving Loans or its portion of participations in Letters of Credit under this Agreement or Swingline Loans, which refusal or failure is not cured within one Business Day after the date on which such funding is required, (b) the failure of any Revolving Lender to pay to the Administrative Agent, any Issuing Bank or any other Revolving Lender any other amount required to be paid by it pursuant to this Agreement within one Business Day of the date when due, (c) the notification by a Revolving Lender to the Borrower or the Administrative Agent that it does not intend or expect to comply with any of its funding obligations or has made a public statement to that effect with respect to its funding obligations under this Agreement, (d) the failure by a Revolving Lender to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations under this Agreement or (e) the admission of a Distressed Person in writing that (A) it is insolvent or has become subject to a Lender-Related Distress Event or (B) it has become the subject of Bail-In Action. Any determination by the Administrative Agent that a Revolving Lender’s act or failure to act has caused a Lender Default under any one or more of clauses (a)  through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a “ Defaulting Lender ” (subject to Section  2.22(b) ) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swingline Lender and each Lender.

“ Lender-Related Distress Event ” means, with respect to any Revolving Lender, that such Revolving Lender or any Person that directly or indirectly Controls such Revolving Lender (each, a “ Distressed Person ”), as the case may be, is or becomes subject to a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly Controls such Distressed Person is subject to a forced liquidation or winding up, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt or no longer viable, or if any Governmental Authority having regulatory authority over such Distressed Person has taken Control of such Distressed Person or has taken steps to do so; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Revolving Lender or any Person that directly or indirectly Controls such Revolving Lender by a Governmental Authority or an instrumentality thereof; provided further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person or its parent entity.

“ Lenders ” means Revolving Lenders and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Facility Amendment or a Refinancing Amendment, 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.

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“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement, and any Existing Letter of Credit, other than any such letter of credit that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section  9.05 . A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided that Citizens Bank, N.A., Royal Bank of Canada and Jefferies Finance LLC (or any of their respective Affiliates), as an Issuing Bank, shall only be required to issue standby letters of credit denominated in Dollars.

“ Letter of Credit Sublimit ” means $45,000,000.

“ LIBO Rate ” means, (a) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan in Dollars, the rate per annum determined by the Administrative Agent to be the arithmetic average of the London Interbank Offered Rates administered by the ICE Benchmark Administration (or any Person that takes over administration of such rate) for deposits in Dollars for a duration equal to or comparable to the duration of such Interest Period which appear on the relevant Bloomberg page (or such other commercially available source providing quotations of the London Interbank Offered Rates for deposits in Dollars as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (London time) on the Quotation Day for such Interest Period; or (b) for any interest calculation with respect to an ABR Loan or a Swingline Loan on any date, rate per annum determined by the Administrative Agent to be the arithmetic average of the London Interbank Offered Rates administered by the ICE Benchmark Administration (or any Person that takes over administration of such rate) for deposits in Dollars with a term of one (1) month commencing such day which appear on the relevant Bloomberg page (or such other commercially available source providing quotations of the London Interbank Offered Rates for deposits in Dollars as may be designated by the Administrative Agent from time to time), at or about 11:00 am (London time) on such day; provided that if such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Loan for such period shall be the Interpolated Screen Rate, where applicable. Each calculation by the Administrative Agent of the LIBO Rate hereunder shall be conclusive and binding on the parties hereto for all purposes, absent clearly manifest error. Notwithstanding the foregoing, in the event that the LIBO Rate in respect of any applicable Interest Period is less than zero, the LIBO Rate shall be deemed to be 0.00% per annum. The term “LIBO Rate” may be amended to refer to (x) with only the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and the Borrower, a comparable successor rate or (y) absent such consent, a comparable successor rate that is the prevailing market standard for credit agreements of this type for the replacement of or successors to the eurodollar rate in the U.S. syndicated loan market.

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

“ 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.

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“ Limited Condition Acquisition ” means any acquisition by Holdings or one or more Restricted Subsidiaries of any assets, business or Person permitted to be acquired hereunder, in each case whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.

“ 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 this Agreement and each of the other 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 interest and 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 this Agreement, any Incremental Facility Amendment, any Refinancing Amendment, any Loan Modification Agreement, the Guarantee Agreement, the Collateral Agreement, any Intercreditor Agreement, the other Security Documents and, except for purposes of Section  9.02 , any promissory notes delivered pursuant to Section  2.09(e) .

“ Loan Modification Agreement ” means a Loan Modification Agreement, in form reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by Section  2.24 .

“ Loan Modification Offer ” has the meaning assigned to such term in Section  2.24(a) .

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

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

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“ 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 at such time and (b) in the case of the Term Lenders of any Class, Lenders holding outstanding Term Loans of such Class representing more than 50% of all Term Loans of such Class outstanding at such time; provided that (i) the total outstanding Term Loans of the Borrower or any Affiliate thereof other than, subject to Section 9.04(g), any Affiliated Debt Fund and (ii) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans, Revolving Exposures and unused Revolving Commitments of each Defaulting Lender shall, in the case of each of clauses (a)  and (b) , be excluded for purposes of making a determination of the Majority in Interest.

“ MAK ” means MAK Capital Fund LP.

“ Management Investors ” means the directors, officers, partners, members and employees of Holdings or any of its subsidiaries who (directly or indirectly through one or more investment vehicles) hold Equity Interests in Holdings on the Effective Date.

“ Material Acquisition ” means an Acquisition Transaction for which the aggregate amount of all consideration paid, directly or indirectly, by any Loan Party after the Effective Date exceeds, together with other Investments necessary to consummate such Acquisition Transaction, $25,000,000.