Exhibit 10.1

INVESTOR RIGHTS AGREEMENT

dated as of

June 13, 2019

by and among

CHEWY, INC.

and

THE OTHER PERSONS SET FORTH ON THE SIGNATURE PAGES HERETO

TABLE OF CONTENTS

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INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT (the “ Agreement ”), dated as of June 13, 2019, by and among Chewy, Inc., a Delaware corporation (the “ Company ”), and the Persons (as defined herein) set forth on the signature pages hereto (together with all other Persons who become Company stockholders party hereto in accordance with this Agreement, the “ Stockholders ”).

WHEREAS, in connection with the IPO (as defined herein), the Stockholders and the Company desire to address herein certain relationships among themselves.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings:

An “ AFFILIATE ” of any Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“ BENEFICIAL OWNERSHIP ” has the same meaning given to it in Section 13(d) under the Exchange Act and the rules thereunder, except that a person will be deemed to have “beneficial ownership” of all securities that person has the right to acquire, whether the right is exercisable immediately, only after the passage of time or only after the satisfaction of conditions. The terms “ BENEFICIALLY OWN ” and “ BENEFICIAL OWNER ” shall have correlative meanings.

“ BOARD ” means the board of directors of the Company.

“ BOARD NOMINATION TERMINATION DATE ” means the first date after the date hereof on which the Stockholders cease to hold Voting Securities representing at least a majority of the voting power of the outstanding Voting Securities of the Company.

“ BUSINESS DAY ” means any day except a Saturday, a Sunday or other day on which the SEC or the banking institutions in New York, New York are authorized or required by law to be closed.

“ BY-LAWS ” means the by-laws of the Company, as may be amended and/or restated from time to time.

“ CERTIFICATE OF INCORPORATION ” means the certificate of incorporation of the Company, as may be amended and/or restated from time to time.

“ CLASS A SHARES ” means shares of the Class A common stock of the Company and any equity securities issued or issuable in exchange for or with respect to such Class A Shares by way of a dividend, split or combination of shares or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.

“ CLASS B SHARES ” means shares of the Class B common stock of the Company and any equity securities issued or issuable in exchange for or with respect to such Class B Shares by way of a dividend, split or combination of shares or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.

“ CONTROL ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of company securities, by contract or otherwise.

A “ CONTROLLED AFFILIATE ” of any Person means any Affiliate that directly or indirectly, through one or more intermediaries, is Controlled by such Person.

“ DEMAND STOCKHOLDER ” means any Stockholder which Beneficially Owns, together with its Affiliates, a number of Registrable Securities representing at least five percent (5%) of the aggregate number of Class A Shares issued and outstanding immediately after the consummation of the IPO (calculated, without duplication, on the basis that all issued and outstanding Class B Shares had been converted into Class A Shares).

“ EXCHANGE ACT ” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“ FILINGS ” means annual, quarterly and current reports and other documents filed or furnished by the Company or any Subsidiary of the Company under the Exchange Act; annual reports to stockholders, annual and quarterly statutory statements of the Company or any Subsidiary of the Company; and any registration statements, prospectuses and other documents filed or furnished by the Company or any of its Subsidiaries or Controlled Affiliates under the Securities Act.

“ FINRA ” means the Financial Industry Regulatory Authority Inc.

“ FREE WRITING PROSPECTUS ” means a free writing prospectus, as defined in Rule 405 under the Securities Act.

“ GOVERNMENTAL ENTITY ” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“ IPO ” means the initial public offering of Class A Shares pursuant to an effective Registration Statement under the Securities Act.

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“ IPO UNDERWRITING AGREEMENT ” means the underwriting agreement, dated as of June 13, 2019, by and among the Company, the selling stockholder named therein and the underwriters named therein.

“ ISSUER FREE WRITING PROSPECTUS ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

“ MAJORITY STOCKHOLDERS ” means Stockholders holding a majority of the Class B Shares held by the Stockholders.

“ PERMITTED TRANSFEREE ” means, with respect to a Stockholder (a) any other Stockholder, (b) such Stockholder’s Affiliates, (c) any member, stockholder, or general or limited partner of such Stockholder and (d) any other Person approved by the Company in its sole and absolute discretion.

“ PERSON ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.

“ PIGGYBACK STOCKHOLDER ” means any Stockholder that Beneficially Owns Registrable Securities.

“ REGISTRABLE AMOUNT ” means a number of Registrable Securities representing at least one percent (1%) of the aggregate number of Class A Shares issued and outstanding immediately after the consummation of the IPO (calculated, without duplication, on the basis that all issued and outstanding Class B Shares had been converted into Class A Shares).

“ REGISTRABLE SECURITIES ” means any Class A Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise Transferred by the holder thereof pursuant to such effective registration statement, or (y) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act. Notwithstanding the foregoing, any Registrable Securities held by any Person that may be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144 (as confirmed by an opinion of the Company’s counsel) shall not be deemed to be Registrable Securities.

“ REPRESENTATIVE ” means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“ SECURITIES ACT ” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

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“ SUBSIDIARY ” or “ SUBSIDIARIES ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“ TRANSFER ” means, with respect to any securities, to sell, assign, transfer or otherwise dispose of such securities.

“ UNDERWRITTEN OFFERING ” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

“ VOTING SECURITIES ” means Class A Shares, Class B Shares and any other securities of the Company entitled to vote generally in the election of directors of the Company.

ARTICLE II

TRANSFER

Section 2.1 Transfers and Joinders . If a Stockholder effects any Transfer of Class A Shares or Class B Shares to a Permitted Transferee, such Permitted Transferee shall, if not a Stockholder, within five (5) Business Days of such Transfer execute a joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee agrees to be a “Stockholder” for all purposes of this Agreement and which provides that such Permitted Transferee shall be bound by and shall fully comply with the terms of this Agreement.

Section 2.2 Binding Effect on Transferees . Subject to execution of a joinder to this Agreement with five (5) Business Days of the applicable Transfer, in form and substance reasonably acceptable to the Company, pursuant to Section  2.1 , such Permitted Transferee shall become a Stockholder hereunder.

Section 2.3 Additional Purchases . Any Registrable Securities Beneficially Owned by a Stockholder on or after the date of this Agreement shall have the benefit of and be subject to the terms and conditions of this Agreement.

Section 2.4 Charter Provisions . The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Voting Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Voting Securities) so as to prevent any amendment to the Certificate of Incorporation or By-Laws as in effect as of the date of this Agreement that would (a) add restrictions to the transferability of the Voting Securities by any Stockholder at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of Incorporation, this Agreement or applicable securities laws or (b) nullify any of the rights of any Stockholder at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such Stockholder.

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ARTICLE III

BOARD REPRESENTATION

Section 3.1 Nominees .

(a) Until the Board Nomination Termination Date, the Company and each Stockholder that holds Class B Shares shall take all reasonable actions within their respective control (including voting or causing to be voted all of the Voting Securities held of record by such Stockholder or Beneficially Owned by such Stockholder by virtue of having voting power over such Voting Securities, and, with respect to the Company, as provided in Sections 3.1(c) and (d) ) so as to cause to be elected to the Board, and to cause to continue in office, not more than thirteen (13) directors (or such other number of directors as the Majority Stockholders may agree to in writing), and at any given time a number of directors equal to a majority of the Board shall be individuals designated by the Majority Stockholders.

(b) Until the Board Nomination Termination Date, if the Majority Stockholders notify the Company and the other Stockholders of their desire to remove, with or without cause, any director, the Stockholders shall vote or cause to be voted all of the shares of Voting Securities held of record by such Stockholders or Beneficially Owned by such Stockholders by virtue of having voting power over such Voting Securities and take all other reasonable actions within its control to cause the removal of such director.

(c) The Company agrees to include in the slate of nominees recommended by the Board those persons designated by the Majority Stockholders in accordance with Section  4.1(a) and to use its reasonable best efforts to cause the election of each such designee to the Board, including nominating such designees to be elected as directors, in each case subject to applicable law.

(d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any director who is designated by the Majority Stockholders in accordance with Section  4.1(a) , the Company agrees to take at any time and from time to time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of the Majority Stockholders. In the event that the size of the Board is expanded to more than thirteen (13) directors, the Company agrees to take at any time and from time to time all actions necessary to cause the Board to continue to have the number of the designees of the Majority Stockholders that corresponds to the requirements of Section  4.1(a) .

(e) For the purposes of this Article III , the term “Stockholder” shall include solely those Stockholders that hold Class B Shares.

Section 3.2 Committees . For so long as this Agreement is in effect and to the extent requested by the Majority Stockholders, the Company shall take all reasonable actions within its control at any given time so as to cause to be appointed to any committee of the Board a number of directors designated by the Majority Stockholders that is up to the number of directors that is proportionate (rounding up to the next whole director) to the representation that the Majority

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Stockholders are entitled to designate to the Board under this Agreement, to the extent such directors are permitted to serve on such committees under the applicable rules of the SEC and the the New York Stock Exchange or by any other applicable stock exchange. It is understood by the parties hereto that the Majority Stockholders shall not be required to have its directors represented on any committee and any failure to exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period.

ARTICLE IV

TERMINATION

Section 4.1 Term . The terms of this Agreement shall terminate, and be of no further force and effect:

(a) upon the mutual consent of all of the parties hereto; and

(b) with respect to a Stockholder, at such time that such Stockholder together with its Affiliates cease to Beneficially Own a Registrable Amount.

Section 4.2 Survival . If this Agreement is terminated pursuant to Section  4.1 , this Agreement shall become void and of no further force and effect, except for: (i) the provisions set forth in this Section  4.2 , Section  5.2 (which shall terminate, and be of no further force and effect, with respect to each Stockholder, at such time as such Stockholder and its Affiliates ceases to Beneficially Own a Registrable Amount), Section  5.7 , Article VI , Section  7.8 and Section  7.9 ; (ii) the rights with respect to the breach of any provision hereof by the Company; and (iii) any registration rights vested or obligations accrued as of the date of termination of this Agreement to the extent, in the case of registration rights so vested, if such Stockholder ceases to meet the definition of a Stockholder under this Agreement subsequent to the vesting of such registration rights as a result of action taken by the Company.

ARTICLE V

REGISTRATION RIGHTS

Section 5.1 Demand Registration .

(a) At any time after the date that is one hundred and eighty (180) days after the date of the IPO Underwriting Agreement (or such earlier date as is permitted by the terms, or any waiver, of an applicable lock-up agreement entered into with the underwriters in connection with the IPO), any Stockholders that on the date a Demand (as hereinafter defined) is made constitute Demand Stockholders (a “ Requesting Stockholder ”) shall be entitled to make a written request of the Company (a “ Demand ”) for registration under the Securities Act of a number of Registrable Securities that equals or is greater than the Registrable Amount (a “ Demand Registration ”) and thereupon the Company will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration as promptly as practicable under the Securities Act of:

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(i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand which may be an Underwritten Offering;

(ii) all other Registrable Securities which the Company has been requested to register pursuant to Section  5.1(b) ; and

(iii) all Class A Shares which the Company may elect to register in connection with any offering of Registrable Securities, but subject to Section  5.1(f) ;

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Class A Shares, if any, to be so registered.

(b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within two (2) Business Days after receipt of a Demand, the Company shall give written notice of such Demand to all other Stockholders. Subject to Section  5.1(f) , the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within five (5) Business Days after the Company’s notice required by this paragraph has been given. Such written request shall comply with the requirements of a Demand as set forth in this Section  5.1(b) .

(c) Each Demand Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as such Stockholder Beneficially Owns together with its Affiliates less than a Registrable Amount.

(d) Demand Registrations shall be on such registration form of the SEC for which the Company is eligible as shall be selected by the Requesting Stockholders, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by the Company with the SEC, and shall be reasonably acceptable to the Company.

(e) The Company shall not be obligated to effect any Demand Registration (A) within ninety (90) days of a “firm commitment” Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section  5.2 (subject to Section  5.1(f) ) and provided that at least 50% of the number of Registrable Securities requested by such Stockholders to be included in such Demand Registration were included or (B) within ninety (90) days of any other Underwritten Offering pursuant to Section  5.3(e) . In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed ninety (90) days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than one hundred and twenty (120) days in the aggregate, in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-

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public information that the Company has a bona fide business purpose for preserving as confidential. In the event of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by the Requesting Stockholders shall have the right to withdraw such Demand in accordance with Section  5.4 .

(f) The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, in writing, that, in its opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such Stockholders and such Stockholders that are Piggyback Sellers (as defined below); (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company.

(g) Any investment bank(s) that will serve as an underwriter with respect to such Demand Registration or, if such Demand Registration is not an Underwritten Offering, any investment bank engaged in connection therewith, shall be selected by the Stockholder participating in such Demand Registration that holds a number of Registrable Securities included in such Demand Registration constituting a plurality of all Registrable Securities included in such Demand Registration.

Section 5.2 Piggyback Registration .

(a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or in any of the cases of (x) or (y) on any successor forms thereto)) (each a “ Piggyback Registration ”), whether for its own account or for the account of others, the Company shall give each Stockholder that on such date constitutes a Piggyback Stockholder prompt written notice thereof (but not less than five (5) Business Days prior to the filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “ Piggyback Notice ”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate

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by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of such Piggyback Notice constitutes a Piggyback Stockholder (any such Persons a “ Piggyback Seller ”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), given within two (2) Business Days after such Piggyback Notice is received by such Person, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such registration) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) others who have sought to have equity securities of the Company registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “ Other Demanding Sellers ”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of equity securities of the Company (such Persons being “ Other Proposed Sellers ”), as the case may be, would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority:

(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of equity securities to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of Class A Shares proposed to be sold by such Piggyback Sellers and Other Demanding Sellers and (C) third, other equity securities held by any Other Proposed Sellers; or

(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers pro rata in proportion to the number of Class A Shares sought to be registered by all such Other Demanding Sellers (if any) and Piggyback Sellers and (B) second, other equity securities proposed to be sold by any Other Proposed Sellers or to be sold by the Company as determined by the Company and with such priorities among them as may from time to time be determined or agreed to by the Company.

(c) In connection with any Underwritten Offering under this Section  5.2 for the Company’s account, the Company shall not be required to include a holder’s Registrable Securities in the Underwritten Offering unless such holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company.

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(d) If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section  5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each Piggyback Stockholder within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided , that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section  5.1 .

Section 5.3 Shelf Registration .

(a) Subject to Section  5.3(e) , and further subject to the availability of a Registration Statement on Form S-3 or a successor form, which may be an automatically effective registration statement at any time the Company is eligible (“ Form S-3 ”), to the Company, any Stockholder may by written notice delivered to the Company (the “ Shelf Notice ”) require the Company to (i) file as promptly as practicable (but no later than 30 days after the date the Shelf Notice is delivered), and to use reasonable best efforts to cause to be declared effective by the SEC at the earliest possible date permitted under the rules and regulations of the SEC (but no later than 60 days after such filing date), a Form S-3 (which, if the Company is eligible, shall be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act)), or (ii) use an existing Form S-3 filed with the SEC, in each case providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities Beneficially Owned by such Stockholder (or any of its Permitted Transferees who are Stockholders), as the case may be, and any other Persons that at the time of the Shelf Notice meet the definition of a Stockholder who elect to participate therein as provided in Section  5.3(c) (the “ Shelf Registration Statement ”).

(b) Each Stockholder shall be entitled to require the Company to file an unlimited number of Shelf Registration Statements until such time as such Stockholder Beneficially Owns together with its Affiliates less than a Registrable Amount.

(c) Within five (5) Business Days after receipt of a Shelf Notice pursuant to Section  6.3(a) , the Company will deliver written notice thereof to each Piggyback Stockholder. Each Piggyback Stockholder may elect to participate in the Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) Business Days after the Shelf Notice is received by any such Piggyback Stockholder.

(d) Subject to Section  5.3(e) , the Company will use reasonable best efforts to keep the Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise (the “ Shelf Registration Effectiveness Period ”).

(e) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Stockholders

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who elected to participate in the Shelf Registration Statement, to require such Stockholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 90 days in succession or 120 days in the aggregate in any 12 month period (a “ Suspension Period ”) if the Board determines in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration Statement material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the Stockholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) At any time, and from time-to-time, during the Shelf Registration Effectiveness Period (except during a Suspension Period), any Stockholder may notify the Company of its intent to sell Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “ Shelf Underwritten Offering ”). Such notice shall specify (x) the aggregate number of Registrable Securities requested to be registered in such Shelf Underwritten Offering and (y) the identity of the Stockholder(s) requesting such Shelf Underwritten Offering. Upon receipt by the Company of such notice, the Company shall promptly comply with the applicable provisions of this Agreement, including those provisions of Section  5.6 relating to the Company’s obligation to make filings with the Commission, assist in the preparation and filing with the SEC of prospectus supplements and amendments to the Shelf Registration Statement, participate in “road shows,” agree to customary “lock-up” agreements with respect to the Company’s securities and obtain “comfort” letters, and the Company shall take such other actions as necessary or appropriate to permit the consummation of such Shelf Underwritten Offering as promptly as practicable. In any Shelf Underwritten Offering, the investment bank(s) and managers that will serve as lead or co-managing underwriters with respect to the offering of such Registrable Securities shall be selected by the Stockholders participating in such Shelf Underwritten Offering that hold a majority of the Registrable Securities included in such Shelf Underwritten Offering.

(g) If Stockholders wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the time periods set forth above, such Stockholders shall notify the Company of the block trade Shelf Underwritten Offering not less than two (2) Business Days prior to the day such offering is to commence. The Company shall promptly notify other Stockholders which hold Registrable Securities of such block trade Shelf Underwritten Offering and such other holders of Registrable Securities must elect whether or not to participate by 11:00 a.m., New York time on the next business day (i.e., one business day prior to the day such offering is to commence) and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two business days after the date it commences).

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Section 5.4 Withdrawal Rights .

Any Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided , however , that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each holder of Registrable Securities sought to be registered notice to such effect and, within ten days following the mailing of such notice, such holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees who are Stockholders, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof.

Section 5.5 Holdback Agreements .

(a) In connection with any Underwritten Offering, each Stockholder will enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Majority Stockholders. Without limiting the generality of the foregoing, each Stockholder hereby agrees that in connection with any Demand Registration, Shelf Underwritten Offering or Piggyback Registration that is an Underwritten Offering, not to (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be owned beneficially by such Stockholder in accordance with the rules and regulations of the SEC) (collectively, “ Securities ”), or any securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “ Other Securities ”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “ Sale Transaction ”), or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Stockholders that a preliminary prospectus has been circulated for such Underwritten

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Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus (such period, or such shorter period as agreed to by the managing underwriters, a “ Holdback Period ”), in each case with such modifications and exceptions as may be approved by the Majority Stockholders. The Company may impose stop-transfer instructions with respect to any Securities or Other Securities subject to the restrictions set forth in this Section  5.5(a) until the end of such Holdback Period. Notwithstanding the foregoing, no Stockholder (other than officers and directors of the Company) will be subject to the Holdback Period in connection with a block Shelf Underwritten Offering unless such Stockholder was provided notice one day prior to such block Shelf Underwritten Offering and provided the opportunity to participate therein (whether or not such Stockholder elects to participate in such block trade).

(b) The Company (i) will not file any registration statement for a sale or distribution by the Company, one of its Subsidiaries and/or stockholders to the public of Securities or Other Securities pursuant to an offering registered under the Securities Act or cause any such registration statement to become effective, or effect any public sale or distribution of its Securities or Other Securities during any Holdback Period (other than as part of such Underwritten Offering, or a registration on Form S-4 or Form S-8 or any successor or similar form) and (ii) will cause each of its directors and executive officers to agree not to effect any Sale Transaction during any Holdback Period, except as part of such Underwritten Offering (if otherwise permitted), unless approved in writing by the Majority Stockholders and the underwriters managing the Underwritten Offering and to enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Majority Stockholders.

Section 5.6 Registration Procedures .

(a) If and whenever the Company is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 5.1 , 5.2 and 5.3 the Company shall as promptly as practicable (in each case, to the extent applicable):

(i) prepare and file with the SEC a registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the SEC and thereafter use reasonable best efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided , however , that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided , further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“ Selling Holders ”) copies of all such documents proposed to be filed, which documents will be subject to the review and comment of such counsel (it being understood that counsel to the Selling Holders will conduct its review and provide any comments promptly);

(ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be

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necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Selling Holder(s) set forth in such registration statement or (x) in the case of a Demand Registration pursuant to Section  5.1 , the expiration of 60 days after such registration statement becomes effective, (y) in the case of a Piggyback Registration pursuant to Section  5.2 , the expiration of 60 days after such registration statement becomes effective or (z) in the case of a Shelf Registration pursuant to Section  5.3 , the Shelf Registration Effectiveness Period;

(iii) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each Free Writing Prospectus utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Holder;

(iv) use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(v) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the NASDAQ Stock Market;

(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities;

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(vii) obtain for each Selling Holder and any underwriter:

(A) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such Selling Holder and/or underwriters, and

(B) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in AU Section 634 of the AICPA Professional Standards, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any Subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement);

(viii) promptly make available for inspection by any Selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Holder or underwriter (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “ Records ”), as shall be reasonably necessary to enable such Selling Holder or underwriter to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement promptly; provided , however , that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided , further , that each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

(ix) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events:

(A) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;

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(B) any request by the SEC for amendments or supplements to the registration statement or the prospectus or for additional information;

(C) the issuance by the SEC or any of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose;

(D) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and

(E) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any Proceeding for such purpose;

(x) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(xi) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement;

(xii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to Selling Holders, as promptly as practicable, an earnings statement of the Company covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(xiii) use its reasonable best efforts to assist Stockholders who made a request to the Company to provide for a third party “market maker” for the Class A Shares; provided , however , that the Company shall not be required to serve as such “market maker”;

(xiv) cooperate with any Selling Holder and any underwriters and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Holders may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates, if necessary or appropriate;

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(xv) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, take other actions to obtain ratings for any Registrable Securities (if they are eligible to be rated) and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;

(xvi) have appropriate officers of the Company, and cause representatives of the Company’s independent registered public accountants, to participate in any due diligence discussions reasonably requested by any Selling Holder or any underwriter;

(xvii) if requested by any underwriter or the Majority Stockholders, agree, and cause the Company and any directors or officers of the Company to agree, to be bound by customary “lock-up” agreements restricting the ability to dispose of Company securities and file or cause the filing of any registration statement under the Securities Act;

(xviii) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities;

(xix) cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of FINRA;

(xx) otherwise use reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;

(xxi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and all reporting requirements under the rules and regulations of the Exchange Act;

(xxii) cause any officer of the Company to participate fully in the sale process in a manner customary for persons in like positions and consistent with his or her other duties with the Company, including the preparation of the registration statement and the preparation and presentation of any road shows and other investor meetings; and

(xxiii) use reasonable best efforts to take any action requested by the Selling Holders, including any action described in clauses (i) through (xxii) above to prepare for and facilitate any “over-night deal” or other proposed sale of Registrable Securities over a limited timeframe.

The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement.

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Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the Selling Holder), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto.

(b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section  5.6(a)(ix) , such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section  5.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60 day or two year period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section  5.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the SEC.

Section 5.7 Registration Expenses .

All expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement including (i) (A) all registration and filing fees, all fees and expenses of compliance with securities and “blue sky” laws, (B) all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in NASD Rule 2720 or the equivalent rule incorporated into the FINRA rulebook), (C) all fees and expenses of compliance with securities and “blue sky” laws, (D) all printing (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities) and copying expenses, (E) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-on-procedure” letter and opinions), (G) fees and expenses of one counsel to the Stockholders selling in such registration (which firm shall be

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selected by the Stockholders selling in such registration that hold a majority of the Registrable Securities included in such registration, provided that such counsel is reasonably acceptable to the Company) and (H) except as otherwise provided in this Section  5.7 , the fees and expenses (including transfer taxes) of every nationally recognized investment bank engaged in connection with a Demand Registration or a Piggyback Registration that is not an Underwritten Offering (collectively, the “ Registration Expenses ”) and (ii) any expenses described in clauses (i)(A) through (i)(H) above incurred in connection with the marketing and sale of Registrable Securities shall be borne by the Company, in each case regardless of whether a registration is effected, marketing is commenced or a sale is made. The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded. Each Selling Holder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Holder’s Registrable Securities pursuant to any registration.

Section 5.8 Request for Information . Not less than five (5) Business Days (or such shorter period expressly provided herein) before the expected filing date of each registration statement pursuant to this Agreement, the Company shall notify each Stockholder who has timely provided the requisite notice hereunder entitling the Stockholder to register Registrable Securities in such registration statement of the information, documents and instruments from such Stockholder that the Company or any underwriter reasonably requests in connection with such registration statement, including, but not limited to a questionnaire, custody agreement, power of attorney, lock-up letter and underwriting agreement (the “ Requested Information ”). If the Company has not received, on or before the second day before the expected filing date, the Requested Information from such Stockholder, the Company may file the Registration Statement without including Registrable Securities of such Stockholder. The failure to so include in any registration statement the Registrable Securities of a Stockholder (with regard to that registration statement) shall not in and of itself result in any liability on the part of the Company to such Stockholder.

Section 5.9 No Grant of Future Registration Rights . The Company shall not grant any shelf, demand, piggyback or incidental registration rights that are (a) senior to the rights granted to the Stockholders hereunder to any other Person or (b) more favorable to such other Person in any respect as compared to the rights of the Stockholders under this Agreement without the prior written consent of the Majority Stockholders.

Section 5.10 Confidentiality . Each Stockholder agrees to treat as confidential the receipt of any notice hereunder and the information contained therein, and not to disclose or use the information contained in any such notice (or the existence thereof) without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally (other than as a result of disclosure by such Stockholder in breach of the terms of this Agreement).

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ARTICLE VI

INDEMNIFICATION

Section 6.1 General Indemnification . The Company agrees to indemnify and hold harmless each Stockholder and its Affiliates and their respective officers, directors, employees, managers, partners and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Stockholder or such other indemnified Person against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “ Losses ”) incurred by such Stockholder or other indemnified Person before or after the date of this Agreement, in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “ Actions ”) and based on, arising out of, pertaining to or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in any Filing or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and/or (ii) any Action to which any Stockholder or other indemnified Person is made a party or involved in its capacity as a stockholder or owner of securities of the Company (or in their capacity as an officer, director, employee, manager, partner, agent or controlling person of such Stockholder or other such indemnified party), provided that the foregoing indemnification rights shall not be available to the extent that (A) any such Losses are incurred as a result of such Stockholder’s willful misconduct or gross negligence, (B) any such Losses are incurred as a result of non-compliance by such Stockholder with any laws or regulations applicable to any of them, (C) any such Losses are incurred as a result of non-compliance by such Stockholder with its obligations under this Agreement, (D) subject to the rights of contribution provided for below, to the extent indemnification for any Losses would violate any applicable law, regulation or public policy; or (E) in the case of clause (i) above, other than misstatements or omissions made in reliance on information relating to and furnished by such Stockholder in writing expressly for use in the preparation of such Filing. For purposes of this Section  6.1 , none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder or such other indemnified Person as to any previously advanced indemnity payments made by the Company under this Section  6.1 , then such payments shall be promptly repaid by such Stockholder or such other indemnified Person to the Company. The rights of any Stockholder or such other indemnified Person to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Stockholder or such other indemnified Person is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Section  6.1 , so long as any Stockholder or such other indemnified Person is fully indemnified for all Losses, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Stockholder or such other indemnified Person to which such payment is made against all other Persons. The indemnity agreement contained in this Section  6.1 shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.

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Section 6.2 Registration Statement Indemnification .

(a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Holder and officers, directors, employees, managers, members, partners and Affiliates from and against all Losses caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, any Issuer Free Writing Prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any information furnished in writing to the Company by such Selling Holder expressly for use therein and except to the extent such Selling Holder or other indemnified Person is indemnified for such Losses pursuant to Section  6.1 . In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by this Section  6.2(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, Issuer Free Writing Prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided , however , that each Selling Holder’s obligation to indemnify the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

Section 6.3 Notice . Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided , however , the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice on a timely basis.

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Section 6.4 Defense of Actions . In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an Action effected without its consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Action. Any Losses for which an indemnified party is entitled to indemnification or contribution under this Article VI shall be paid by the indemnifying party to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any indemnified party, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement. The parties hereto shall, and shall cause their respective Subsidiaries or Controlled Affiliates to, cooperate with each other in a reasonable manner with respect to access to unprivileged information and similar matters in connection with any Action. The provisions of this Article VI are for the benefit of, and are intended to create third party beneficiary rights in favor of, each of the indemnified parties referred to herein.

Section 6.5 Contribution . If recovery is not available under the foregoing indemnification provisions for any reason or reasons, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable

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considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Selling Holder or transferee thereof shall be required to make a contribution in excess of the net amount received by such holder from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices . All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by email ( provided a copy is thereafter promptly delivered as provided in this Section  7.1 ) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth below or such other address or email address as may hereafter be designated in writing by such party to the other parties:

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent by email, with confirmation received, to the email addresses specified above (or at such other address or email address for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.

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Section 7.2 Interpretation . The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “included”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

Section 7.3 Severability . The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 7.4 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that both parties need not sign the same counterpart.

Section 7.5 Adjustments Upon Change of Capitalization . In the event of any change in the outstanding Class A Shares and Class B Shares, as applicable, by reason of dividends, splits, reverse splits, spin-offs, split-ups, recapitalizations, combinations, exchanges of shares and the like, the term “Class A Shares” and “Class B Shares” shall refer to and include the securities received or resulting therefrom, but only to the extent such securities are received in exchange for or in respect of Class A Shares and Class B Shares, as applicable.

Section 7.6 Entire Agreement; No Third Party Beneficiaries . This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, except as provided in Article VI , any rights or remedies hereunder.

Section 7.7 Further Assurances . Each party shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by the other party hereto to give effect to and carry out the transactions contemplated herein. Without limiting the generality of the foregoing, each of the Stockholders (i) acknowledges that such Stockholder will prepare and file with the SEC filings under the Exchange Act, including under Section 13(d) of the Exchange Act, relating to its Beneficial Ownership of Voting Securities and (ii) agrees to use its reasonable efforts to assist and cooperate with the other parties in promptly preparing, reviewing and executing any such filings under the Exchange Act, including any amendments thereto.

Section 7.8 Governing Law; Equitable Remedies . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS

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PRINCIPLES THEREOF). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 7.9 Consent to Jurisdiction . With respect to any suit, action or proceeding (“ Proceeding ”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Court of Chancery located in the State of Delaware, County of Newcastle (the “ Selected Courts ”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided , however , that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (ii) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company or Stockholders at their respective addresses referred to in Section  7.1 ; provided , however , that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (iii)  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY .

Section 7.10 Amendments; Waivers .

(a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

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(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.11 Successors and Assigns . Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. No Stockholder may assign any of its rights hereunder to any Person other than a Permitted Transferee. Each Permitted Transferee of any Stockholder shall be subject to all of the terms of this Agreement, and by taking and holding such shares such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement; provided , however , no transfer of rights permitted hereunder shall be binding upon or obligate the Company unless and until (i) if required under Section  2.1 , the Company shall have received written notice of such transfer and the joinder of the transferee provided for in Section  2.1 , and (ii) such transferee can establish Beneficial Ownership or ownership of record of a Registrable Amount (whether individually or together with its Affiliates). Notwithstanding the foregoing, no successor or assignee of the Company shall have any rights granted under this Agreement until such Person shall acknowledge its rights and obligations hereunder by a signed written statement of such Person’s acceptance of such rights and obligations.

Section 7.12 Rule 144 . The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

[Signature Page to Investor Rights Agreement]

[Signature Page to Investor Rights Agreement]

Exhibit 10.2

MASTER TRANSACTION AGREEMENT

This MASTER TRANSACTION AGREEMENT (this “ Agreement ”), is executed as of June 13, 2019 (the “ Effective Date ”), by and between Chewy, Inc., a Delaware corporation (“ Chewy ”), and PetSmart, Inc., a Delaware corporation (“ PetSmart ”). Each party hereto may be referred to in this Agreement as a “ Party ” or, collectively, the “ Parties .”

W I T N E S S E T H :

WHEREAS, the Parties are or may in the future be engaged in the business of developing, manufacturing, distributing, selling and/or providing a range of pet products, supplies and/or services (together with any similar, complementary, related, synergistic, incidental or ancillary thereto, the “ Business ”) and seek to cooperate and coordinate their purchasing activities to achieve various benefits including volume discounts and cost reductions;

WHEREAS, Chewy intends to engage PetSmart to provide certain support and other services (the “ Support Services ”) as set forth in Annex A hereto, as may be amended in writing by the Parties from time to time;

WHEREAS, PetSmart has provided several guarantees (the “ Existing Guarantees ”) as set forth in Annex B hereto of Chewy’s obligations under certain of its agreements and other arrangements (the “ Guaranteed Chewy Agreements ”), and the Parties seek to agree on the terms under which such guarantees will be provided, including with respect to any fees (“ Guarantee Fees ”) that are payable to PetSmart for the provision of any such Existing Guarantees; and

WHEREAS, the Parties recognize that as of the date of this Agreement Chewy is a “restricted subsidiary” under certain of PetSmart’s credit agreements and indentures as set forth in Annex C (“ PetSmart Debt Agreements ”) and may be classified as a restricted subsidiary under any future credit facility entered into by PetSmart.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings specified in this A:

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Business ” shall have the meaning set forth in the Preamble.

“ Business Products ” shall mean pet food, pet supplies, pet medicines, equipment, raw materials, and any other product or service that may be offered for sale or used or useful in the Business.

“ Chewy ” shall have the meaning set forth in the Preamble.

“ Claims ” shall have the meaning set forth in Section 9.11.

“ Confidential Information ” shall have the meaning set forth in Article VIII.

“ Control ” means the possession, control or ownership, directly or indirectly, by PetSmart or one or more of the subsidiaries of PetSmart or any combination thereof, of more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors of Chewy.

“ Disclosing Party ” shall have the meaning set forth in Article VIII.

“ Effective Date ” shall have the meaning set forth in the Preamble.

“ Existing Guarantees ” shall have the meaning set forth in the Preamble.

“ Force Majeure ” shall include conditions beyond the reasonable control of PetSmart, including an act of God, acts of terrorism, voluntary or involuntary compliance with any regulation, law or order of any government, war, acts of war (whether war be declared or not), labor strike or lock-out, civil commotion, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe.

“ Guaranteed Chewy Agreements ” shall have the meaning set forth in the Preamble.

“ Guarantee Fees ” shall have the meaning set forth in the Preamble.

“ Joint Purchasing Services ” shall mean, to the extent permitted by applicable law, such cooperation and coordination between the Parties and their Subsidiaries, including by means of information sharing, joint purchasing and similar arrangements, as is necessary or advisable to achieve benefits for each Party including volume discounts and cost reductions relating to the purchase of Business Products.

“ Parties ” shall have the meaning set forth in the Preamble.

“ PetSmart ” shall have the meaning set forth in the Preamble.

“ PetSmart Agreements ” shall mean all agreements between PetSmart or any of its subsidiaries and a third party related services, goods, or other matters that inures in whole or in part to the benefit of Chewy and/or is related to the Support Services, including without limitation any real property lease, license, or other contract.

“ PetSmart Debt Agreements ” shall have the meaning set forth in the Preamble.

“ PetSmart Representatives ” shall have the meaning set forth in Section 9.11.

“ Receiving Party ” shall have the meaning set forth in Article VIII.

“ Required Payment ” means any Service Fee or Guarantee Fee that is due and payable in accordance with the terms of this Agreement.

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“ Service Fee ” shall have the meaning set forth in Section 3.3.

“ Subsidiary ” of a Party means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Party.

“ Support Services ” shall have the meaning set forth in the Preamble.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement expected to be entered into by and between Argos Intermediate Holdco I, Inc., PetSmart and Chewy on or about June 13, 2019.

ARTICLE II

JOINT PURCHASING SERVICES

The Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to provide to each other at no cost Joint Purchasing Services and, to the extent permitted by applicable law, shall use commercially reasonable efforts to jointly purchase Business Products if and to the extent such joint purchasing would reduce the cost of such item to either or both Parties or their respective Subsidiaries without unduly burdening the other Party.

The Parties shall also cooperate in good faith with each other as needed to coordinate, to the extent permitted by applicable law, information sharing and the joint purchasing of Business Products, the provision of Joint Purchasing Services, reviewing and agreeing to the Support Services being provided, and reviewing the amounts payable by each Party to the other Party under this Agreement.

ARTICLE III

SUPPORT SERVICES

3.1 Provision of Services . From time to time, Chewy may request that PetSmart provide the Support Services as set forth herein or as otherwise agreed between the Parties from time to time.

3.2 Acceptance of Services . Unless otherwise agreed to by the Parties, and subject to the terms of this Agreement, acceptance by Chewy of the Support Services shall be deemed to occur upon the provision of the Support Services by PetSmart.

3.3 Service Fees . In consideration of the Support Services provided by PetSmart under this Agreement, Chewy shall pay to PetSmart a service fee (“ Service Fee ”) equal to the direct and indirect costs incurred by PetSmart in providing the Support Services, plus a mark-up equal to fifteen percent (15%), which may be modified from time to time by the Parties. The Parties may, upon mutual agreement or if required as part of a governmental agency audit, engage a qualified third party to conduct a “transfer pricing report,” as defined in the regulations pursuant to Section 482 of the Internal Revenue Code, regarding the Services Fee and the Parties may adjust such fee as may be appropriate based on the findings of such transfer pricing report.

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3.4 Purchase or Sale of Goods . A Party may purchase from or sell to the other Party various goods, equipment, and other assets as agreed to between the Parties from time to time.

3.5 Use of Third Parties . PetSmart may hire or engage one or more third parties to perform the Support Services; provided that PetSmart will in all cases remain responsible for all of its obligations under this Agreement. Under no circumstances will Chewy be responsible for making any payments directly to any third Party engaged by PetSmart unless it is otherwise obligated to make such direct payment under a PetSmart Agreement.

3.6 Allocated Costs and/or Expenses . The following costs and/or expenses shall be allocated by PetSmart to Chewy in a commercially reasonable manner to be determined by PetSmart, subject to reallocation in connection with any “transfer pricing report” prepared consistently with the provisions of Section  3.3 . Any costs and/or expenses allocated to Chewy pursuant to this Section  3.6 shall be included in the Service Fee but shall not be subject to any mark-up.

(a) Costs and/or expenses for preparing any consolidated, combined or unitary Tax Return (as defined in the Tax Matters Agreement).

(b) Costs and/or expenses paid or payable to a third party for goods, services, or products covering both Parties.

ARTICLE IV

PROVISION OF GUARANTEES

In consideration of the Existing Guarantees provided by PetSmart, Chewy shall pay to PetSmart on a quarterly basis a recurring Guarantee Fee equal to fifty basis points (50bps) of the aggregate outstanding amount of all Existing Guarantees that are outstanding for all or any part of the calendar quarter preceding the calendar quarter in which such fee is payable.

ARTICLE V

COMPLIANCE WITH AGREEMENTS

Chewy agrees, represents, and warrants that it shall at all times comply with the terms and conditions, to the extent Chewy is aware of such terms and conditions, of this Agreement, the Guaranteed Chewy Agreements, the PetSmart Agreements, and the PetSmart Debt Agreements, including without limitation:

(i) Chewy agrees that so long as Chewy is classified as a “restricted subsidiary” under the terms of any PetSmart Debt Agreement, it shall take no action nor omit to take any action which may reasonably cause a violation of any of the representations, warranties, covenants or other terms of such PetSmart Debt Agreement or any future credit facility or indebtedness, to which PetSmart or any Subsidiarity may in future become a party and under which Chewy is a “restricted subsidiary”.

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(ii) Chewy shall comply with the terms of each Guaranteed Chewy Agreement for so long as the Existing Guarantee pertaining to such Guaranteed Chewy Agreement is effective.

PetSmart shall use commercially reasonably efforts to notify Chewy of any obligations imposed on Chewy under a PetSmart Agreement or PetSmart Debt Agreement.

So long as PetSmart and Chewy are considered to be within a “controlled group” for purposes of any employee benefit plan, the Parties shall cooperate with each other prior to taking any material action that could have an adverse impact on, or increase the costs to, the other Party or such employee benefit plan.

ARTICLE VI

PAYMENT TERMS

6.1 Payment Terms . The Service Fee shall be recorded on a financial monthly basis and be due and payable by Chewy to PetSmart no later than thirty (30) days following the end of each PetSmart fiscal quarter. The Guarantee Fee shall be due and payable by Chewy to PetSmart no later than thirty (30) days following the end of each calendar quarter. All payments shall be made in U.S. dollars without set off.

6.2 Withholding Taxes . All payments due under this Agreement shall be subject to all applicable withholding taxes. To the extent that any such taxes are required to be withheld from payments made under this Agreement, such amounts shall be treated for all purposes as having been paid by Chewy to PetSmart. Chewy shall promptly furnish to PetSmart a copy of any receipt for such taxes issued by the applicable taxing authority. The Parties agree to use commercially reasonable efforts to the extent legally permissible to minimize any withholding taxes.

ARTICLE VII

TERM AND TERMINATION

7.1 Term of Agreement . This Agreement is effective as of the Effective Date and shall remain in effect until terminated as provided in Section 7.2 below. (the “ Term ”).

7.2 Termination by Agreement or Notice . This Agreement may be terminated (a) by mutual agreement of the Parties or (b) by either Party hereto on thirty (30) days’ notice to the other Party. PetSmart may terminate this Agreement immediately if Chewy is in violation of any Guaranteed Chewy Agreement, PetSmart Agreement, or PetSmart Debt Agreement and Chewy does not cure such violation within the time-period set forth in such Guaranteed Chewy Agreement, PetSmart Agreement, or PetSmart Debt Agreement, as applicable. Either Party may terminate this Agreement immediately upon written notice to the other Party if:

(i) the other Party voluntarily files a petition (or a petition has been filed against it) under applicable bankruptcy or insolvency laws;

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(ii) a receiver or other custodian is appointed to administer or conduct such a material part of the other Party’s business or affairs;

(iii) the other Party winds up, dissolves, liquidates or otherwise ceases to function as a going concern; or

(iv) a Party is in violation of any other agreement between it and the other Party and such violating Party does not cure such violation within the time-period set forth in such agreement.

7.3 Effect of Termination and Survival. Upon the termination of this Agreement:

(a) such payments as shall be due from Chewy to PetSmart as of such termination date shall be recoverable without prejudice; and

(b) any remedy for any breach or default which has not previously been cured shall be preserved.

Any provisions of this Agreement creating obligations extending beyond the Term of this Agreement will survive the expiration or termination of this Agreement, including without limitation Articles III, V, VI, VIII, and IX.

ARTICLE VIII

CONFIDENTIALITY

The Parties acknowledge that, from time to time, one Party (the “ Disclosing Party ”) may disclose to the other Party (the “ Receiving Party ”) confidential information relating to the Disclosing Party’s business, products and services or otherwise relating to the Disclosing Party that is of a confidential and proprietary nature (including any information that is marked as “proprietary” or “confidential” or which would, under the circumstances, be understood by a reasonable person to be proprietary and nonpublic) (“ Confidential Information ”). The Receiving Party shall retain such Confidential Information in confidence and shall not disclose it to any third party without the Disclosing Party’s prior written consent. Each Party shall use at least the same procedures and degree of care that it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care, to protect the confidentiality of the other Party’s Confidential Information. Each Party may disclose the Confidential Information of the other Party to: (a) its subsidiaries, any parent company and its and their respective employees, managers and directors and (b) as required under applicable law or regulation or by order of a competent governmental authority. In addition, PetSmart may disclose Confidential Information to the extent required by any PetSmart Debt Agreement. Notwithstanding the foregoing, Confidential Information will not include information to the extent that such information:

(i) was already known by the Receiving Party without an obligation of confidentiality at the time of disclosure hereunder;

(ii) was generally available to the public at the time of its disclosure to the Receiving Party other than by a breach of confidentiality;

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(iii) became generally available to the public after its disclosure other than through an act or omission of the Receiving Party in breach of this Agreement;

(iv) was subsequently lawfully and independently disclosed to the Receiving Party by a Person without a duty of confidentiality other than the Disclosing Party; or

(v) was independently developed by the Receiving Party outside of this Agreement.

ARTICLE IX

MISCELLANEOUS

9.1 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to any conflicts of law provisions that would result in the application of the laws of any other jurisdiction.

9.2 Further Actions . Each of the Parties will take all such lawful action as may be necessary or appropriate to effect the transactions described in this Agreement.

9.3 Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

9.4 Counterparts . For the convenience of the parties hereto, any number of counterparts hereof may be executed and each such counterpart shall be deemed to be an original instrument.

9.5 Assignment . Except as otherwise provided in this Agreement, no Party shall, without the prior written consent of the other Party, assign or transfer any of its rights or obligations under this Agreement to any third party, and any attempt at such assignment without such written consent shall be voided. No such consent shall be required in connection with any assignment or transfer of a Party’s rights or obligations under this Agreement to an affiliate, provided that such Party shall provide notice of such assignment to the other Party within thirty (30) days following such assignment.

9.6 Relationship of the Parties . Nothing in the Agreement shall be construed: (a) to give either Party the power to direct or control the daily activities of the other Party, or (b) to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. Neither Party is the agent of the other Party nor is a Party authorized to make any representation, contract, or commitment on behalf of the other Party unless specifically requested or authorized to do so by the other Party.

9.7 Entire Agreement . This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements, written, oral or implied, between them relating to the subject matter hereof, and none of the Parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter except as expressly provided herein or as duly set forth on or subsequent to the date hereof, in writing and signed by a proper and duly authorized officer or representative of each of the Parties.

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9.8 Warranty Disclaimer. PETSMART MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES IMPLIED BY LAW OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THIS AGREEMENT, OR THE PERFORMANCE OF THE SUPPORT SERVICES CONTEMPLATED BY THIS AGREEMENT.

9.9 Limitation of Liability. PetSmart will not be liable to Chewy or to any other person or entity for any losses, costs or damages caused by, attributable to or arising in connection with the performance, nonperformance or delayed performance of the Support Services to be provided to Chewy as contemplated by this Agreement, except for such losses, costs or damages attributable to PetSmart’s bad faith, gross negligence or willful misconduct for which damages PetSmart will be liable. Notwithstanding the foregoing, PetSmart shall not be liable for any special, indirect, consequential or punitive damages in connection with the provision of Support Services to Chewy even if PetSmart has been advised of the possibility of such damages. PetSmart will not be liable for any failure to perform or any delay in the performance of its obligations hereunder due to Force Majeure. PetSmart may decline to provide any Support Services in its sole discretion.

9.10 Indemnification. Chewy agrees to protect, defend, hold harmless and indemnify PetSmart, its Subsidiaries and its and their respective successors, assigns, directors, officers, stockholders, members, employees and agents (collectively, the “ PetSmart Representatives ”), from and against any and all claims, demands, actions, liabilities, damages, losses, fines, penalties, costs and expenses, including reasonable attorneys’ fees (collectively referred to as “ Claims ”), actually or allegedly, directly or indirectly, arising out of or related to any breach or allegation of a breach of this Agreement caused or alleged to have been caused by Chewy or a Chewy Representative (as defined below). Notwithstanding the foregoing, except to the extent PetSmart has an indemnification obligation to a third party, including without limitation under any Guaranteed Chewy Agreement, PetSmart Agreement, or PetSmart Debt Agreement, Chewy shall not be liable for any special, indirect, consequential or punitive damages in connection with any Claim even if Chewy has been advised of the possibility of such damages.

PetSmart agrees to protect, defend, hold harmless and indemnify Chewy, its Subsidiaries and its and their respective successors, assigns, directors, officers, stockholders, members, employees and agents (collectively, the “Chewy Representatives ”), from and against any and all Claims, actually or allegedly, directly or indirectly, arising out of or related to any breach or allegation of a breach of this Agreement caused or alleged to have been caused by PetSmart or a PetSmart Representative. Notwithstanding the foregoing, except to the extent Chewy has an indemnification obligation to a third-party, PetSmart shall not be liable for any special, indirect, consequential or punitive damages in connection with any Claim even if PetSmart has been advised of the possibility of such damages.

9.11 No Waiver . The failure of any Party to insist on strict performance of a covenant hereunder or of any obligation hereunder shall not be a waiver of such Party’s right to demand strict compliance therewith in the future.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or representatives, as of the date first written above.

Signature Page to Master Transaction Agreement

ANNEX A

DESCRIPTION OF SUPPORT SERVICES

A-1

ANNEX B

EXISTING GUARANTEES

B-1

ANNEX C

PETSMART DEBT AGREEMENTS

C-1

Exhibit 10.3

TAX MATTERS AGREEMENT

BY AND BETWEEN

ARGOS INTERMEDIATE HOLDCO I INC.,

PETSMART, INC.

AND

CHEWY, INC.

Dated as of June 13, 2019

TABLE OF CONTENTS

TAX MATTERS AGREEMENT

This Tax Matters Agreement (this “ Agreement ”), dated as of June 13, 2019, is entered into by and between Argos Intermediate Holdco I Inc., a Delaware corporation (“ Parent ”), PetSmart, Inc., a Delaware corporation (“ PetSmart ”) and Chewy, Inc., a Delaware corporation (“ Chewy ”) (each a “ Party ” and, collectively, the “ Parties ”).

RECITALS

WHEREAS , Chewy Group Members (as defined below) file Income Tax Returns (as defined below) on a consolidated, combined and/or unitary basis for certain federal, state, local and non-U.S. Income Tax (as defined below) purposes;

WHEREAS , PetSmart Group Members (as defined below) file Income Tax Returns on a consolidated, combined and/or unitary basis for certain federal, state, local and non-U.S. Income Tax purposes;

WHEREAS , PetSmart prepares and files, or causes to be prepared and filed, the Income Tax Returns of each PetSmart Group Member and each Chewy Group Member, whether or not such PetSmart Group Member or Chewy Group Member files such Income Tax Return on a consolidated, combined or unitary basis with any Parent Group Member;

WHEREAS , Chewy intends to undertake an initial public offering (the “ IPO ”);

WHEREAS , in contemplation of the IPO, Parent, PetSmart and Chewy desire to (i) agree upon the method of determining the financial consequences to each Party resulting from the preparation and filing of Tax Returns, (ii) provide for the payment of Tax liabilities associated with Tax Returns and entitlement to refunds thereof, (iii) allocate responsibility for, and cooperation in, the filing and defense of Tax Returns and (iv) provide for certain other matters relating to Taxes.

ARTICLE I

Section  1.01 Definitions . For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

“ Accounting Firm ” shall mean a recognized independent public accounting firm, mutually agreed upon by the Parties.

“ Adjustment ” shall mean any final change in the Tax liability of any Person.

“ Chewy Group ” shall mean, collectively, Chewy and its subsidiaries that are part of any consolidated, combined, or unitary tax group that includes Chewy. With respect to any Taxable Period beginning before the IPO, the Chewy Group shall be determined as if the Chewy Group came into existence on the first day of such Taxable Period.

“ Chewy Group Member ” shall mean each Entity in the Chewy Group (including, for the avoidance of doubt, any entity that is a “disregarded entity” for U.S. federal income tax purposes).

“ Chewy Separate Tax Liability ” shall have the meaning provided in Section 2.01.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any rules or regulations promulgated thereunder.

“ Control ” shall mean the possession, control or ownership, directly or indirectly, by Parent or one or more of the subsidiaries of Parent or any combination thereof, of more than 50% of the total voting power of shares of capital stock entitled to vote in the election of directors of Chewy.

“ Due Date ” means, with respect to any Tax Return, and as context requires, either (a) the date any payment would be owed to the applicable Taxing Authority with respect to such Tax Return, or (b) the date a Tax Return must be filed with an applicable Taxing Authority, in each case, taking into account any available extension of time actually requested for the filing of a Tax Return.

“ Entity ” shall mean a partnership (whether general or limited), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any other entity, without regard to whether it is treated as a disregarded entity for U.S. federal tax purposes.

“ Final Determination ” shall mean the final resolution of any Tax matter, including, but not limited to, a closing agreement with the IRS or other relevant Taxing Authority, a claim for refund which has been allowed, a recovery of an erroneously-granted refund, a deficiency notice with respect to which the period for filing a petition with the United States Tax Court or the relevant foreign, state or local tribunal has expired, or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

“ Income Tax Return ” shall mean any Tax Return filed or required to be filed with any Taxing Authority with respect to Income Taxes.

“ Income Taxes ” shall mean all Taxes imposed on or measured in whole or in part by income, capital or net worth or a taxable base in the nature of income, capital or net worth, including franchise Taxes based on such factors, and shall include any addition to Tax, additional amount, interest and penalty imposed with respect to such Taxes. For the avoidance of doubt, Income Taxes do not include sales, use, real or personal property, or transfer or similar Taxes.

“ IPO Date ” shall mean the date Chewy undertakes the IPO.

“ IRS ” shall mean the United States Internal Revenue Service or any successor thereto, including but not limited to its agents, representatives and attorneys.

“ Parent Consolidated Group ” shall mean, collectively, Parent and its subsidiaries that are part of any consolidated, combined, or unitary tax group that includes Parent (including, for the avoidance of doubt, any entity that is a “disregarded entity” for U.S. federal income Tax purposes, any PetSmart Group Member and any Chewy Group Member).

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“ Parent Group ” shall mean the Parent Consolidated Group, but excluding any Chewy Group Member.

“ Parent Group Member ” shall mean each Entity in the Parent Group.

“ Parent Separate Tax Liability ” shall have the meaning provided in Section 2.01.

“ Person ” shall mean an individual or any Entity.

“ PetSmart Group Member ” shall mean, collectively, PetSmart and its subsidiaries that are part of any consolidated, combined, or unitary tax group that includes PetSmart (including, for the avoidance of doubt, any Entity that is a “disregarded entity” for U.S. federal income Tax purposes), but excluding any Chewy Group Member.

“ Refund ” shall mean any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes.

“ Schedule ” shall have the meaning provided in Section  2.06 .

“ Tax ” or “ Taxes ” means any and all U.S. federal, state or local, or non-U.S., income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, estimated, or other tax of any kind whatsoever (including any assessment, duty, fee or other charge in the nature of or in lieu of any such tax) and any interest, penalty, or addition thereto, whether disputed or not.

“ Tax Attributes ” shall mean net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses, excess business interest and any other losses, deductions, credits or other comparable items that could reduce a Tax liability for a past or future taxable period.

“ Tax Proceeding ” means any audit, assessment, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation, whether administrative or judicial, including proceedings relating to competent authority determinations, in each case, relating to Taxes.

“ Tax Return ” shall mean any return, report, form, declaration or other information filed or required to be filed with any Taxing Authority with respect to Taxes, including elections, estimates or amendments thereof, and any attachment, exhibit, schedule or supplement thereto.

“ Taxable Period ” shall mean any taxable year or portion thereof.

“ Taxing Authority ” shall mean, with respect to any Tax, the government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, that imposes such Tax and the agency (if any) charged with the collection of such Tax, including the IRS.

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“ Treasury Regulations ” shall mean the proposed, final, and temporary income United States Treasury Regulations promulgated by the United States Department of Treasury pursuant to and in respect of the Code. All references to any particular Treasury Regulations shall be interpreted to include any corresponding provisions of succeeding, similar or substitute, final or temporary Treasury Regulations.

ARTICLE II

Section  2.01 Separate Tax Liabilities .

(a) In General. The Chewy Group shall be solely responsible for any Tax of a Chewy Group Member (and any other direct or indirect subsidiary of Chewy) that is not determined on a consolidated, combined, or unitary basis with any Parent Group Member (a “ Chewy Separate Tax Liability ”). The Parent Group shall be solely responsible for any Tax of a Parent Group Member (and any other direct or indirect subsidiary of Parent, but excluding any Chewy Group Member and any other direct or indirect subsidiary of Chewy) that is not determined on a consolidated, combined, or unitary basis with any Chewy Group Member (a “ Parent Separate Tax Liability ”).

(b) Indemnification . In the event the Chewy Group is required to pay any Parent Separate Tax Liability, or the Parent Group is required to pay any Chewy Separate Tax Liability, then the Parent Group or the Chewy Group, as the case may be, shall indemnify the Chewy Group or the Parent Group, as the case may be, for such Parent Separate Tax Liability or Chewy Separate Tax Liability and any reasonable costs (including accounting and legal fees) incurred in connection with such liability and payment.

Section  2.02 Allocation of Consolidated Federal Tax Liability and Use of Attributes .

(a) In General. The consolidated U.S. federal income tax liability (if any) of the Parent Consolidated Group, and use of Tax Attributes of the Parent Consolidated Group (if any), shall be determined consistent with the provisions of Section 1552(a)(1) of the Code and Treasury Regulations §§ 1.1502-12, 1.1502-33(d)(3), 1.1502-32(b)(3)(iv)(D), and 1.1552-1(a)(1)(ii) applied as if the Parent Consolidated Group consisted of two members: the Parent Group and the Chewy Group.

(b) Allocation of Consolidated Tax Liability . Each of the Parent Group and the Chewy Group shall be allocated a portion of the consolidated U.S. federal income tax liability (if any) of the Parent Consolidated Group by applying the provisions of Section 1552(a)(1) of the Code, determined utilizing the hypothetical taxable income of the Parent Group and the Chewy Group calculated in accordance with the provisions of Treasury Regulations §§ 1.1502-12 and 1.1552-1(a)(1)(ii). The amount calculated under this Section  2.02(b) is the amount that the Parent Group and the Chewy Group, as the case may be, must contribute to the payment of the Parent Consolidated Group’s consolidated U.S. federal income tax liability, with such payment being made in a manner that is consistent with Section  2.06 .

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(c) Additional Payment Obligation . Subject to the limitation in Section  2.04 , in the event the Parent Group or the Chewy Group, as applicable, has a “separate return tax liability” under Treasury Regulations §§ 1.1502-12 and 1.1552-1(a)(1)(ii) that exceeds its portion of the consolidated income tax liability of the Parent Consolidated Group as determined pursuant to Section  2.02(b) , then the Parent Group or the Chewy Group, as applicable, shall pay to the Chewy Group or the Parent Group, as applicable, the amount of such excess, in accordance with Treasury Regulation § 1.1502-32(b)(3)(iv)(D) and in a manner that is consistent with Section  2.06 . This Section  2.02(c) is intended to result in compensation for the use of Tax Attributes attributable to the Parent Group or the Chewy Group, as the case may be, in the Taxable Period in which they are utilized.

(d) Treatment of Compensation . For the avoidance of doubt, to the extent any employee compensation (including in the form of equity or any equity-like instrument) is issued by the Parent Group or the Chewy Group, as the case may be, the Parent Group or the Chewy Group, as the case may be, shall be entitled to include any allowable deduction with respect to such employee compensation, without regard to whether the applicable employee is employed by the Parent Group or the Chewy Group; provided, however , that if the Parent Group or the Chewy Group, as the case may be, compensates the Chewy Group or the Parent Group, as the case may be, for the issuance of such employee compensation, then the Parent Group or the Chewy Group, as the case may be, shall be entitled to such deduction.

Section  2.03 Treatment of Income from Cancellation of Indebtedness . Notwithstanding anything in this Agreement to the contrary, for any Taxable Period, a reduction in Tax Attributes resulting from the application of Treasury Regulation § 1.1502-28 shall not give rise to a payment or reimbursement obligation under this Agreement.

Section  2.04 Pre-IPO Tax Attributes . Notwithstanding anything in this Agreement to the contrary, no payment liability shall arise as a result of any use by the Parent Group in any Taxable Period of net operating losses, capital losses and business credits (excluding, for the avoidance of doubt, any depreciation, deferred intercompany transactions and intercompany obligations under Treasury Regulation § 1.1502-13) attributable to the Chewy Group (determined in accordance with Treasury Regulation § 1.1502-21) for any Taxable Period (or portion thereof) ending on or prior to the IPO Date, determined as if a “closing of the books” occurred (and any relevant Taxable Periods ended) at the end of the IPO Date.

Section  2.05 Estimated Tax Payments . The provisions of Sections 2.02 — 2.04 shall be applied to determine the allocation of responsibility for the amount of any estimated U.S. federal income tax payments (including quarterly or extension payments, as the case may be) required to be made by the Parent Consolidated Group. Any amounts paid hereunder in connection with any estimated Tax payment shall be treated as a credit against any final payment obligation due under Section  2.02 . To the extent amounts paid hereunder in connection with any estimated Tax payments exceed any final payment obligation due under Section  2.02 , such excess amount shall be refunded pursuant to Section  3.02 .

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Section 2.06 Calculations; Timing .

(a) Calculations . For each Taxable Period beginning after the date of the IPO, a schedule (the “ Schedule ”) shall be prepared by PetSmart showing in reasonable detail PetSmart’s application of Sections 2.02 — 2.04 , including any payment obligations owed under Sections 2.07 and 3.02 , and taking into account any payments made under Section  2.05 .

(b) Payment . If any payment obligation of a Party is reflected on the Schedule, and a cash payment is owed to the applicable Taxing Authority with respect to such Taxable Period, then such payment as reflected on the Schedule shall be made in accordance with Section  2.06 to the applicable Party at least five (5) days prior to the Due Date of the applicable Tax Return (or, if later, within ten (10) days after the receipt of the Schedule). Except as otherwise provided herein, all other payments to be made pursuant to this Agreement shall be made within fifteen (15) days of written notice of a request for payment by (or on behalf of) the applicable Party, which notice shall be accompanied by a computation of the amount due. If any payment required to be made pursuant to this Agreement is not made when due, such payment shall bear interest at the prevailing long-term applicable federal rate compounded monthly as determined under Section 1274 of the Code.

Section  2.07 Adjustments . If, as a result of a Final Determination, there is an Adjustment, then a payment shall be made by the applicable Party to the other Party in the amount of the net difference (if any) between the amounts previously paid by the first Party pursuant to this Agreement with respect to any Taxable Period(s) directly or indirectly affected by the Adjustment, on one hand, and the amount that would have been paid by such Party under this Agreement with respect to such Taxable Period(s) had the Tax Return(s) for such Taxable Period(s) been prepared in accordance with such Adjustment; plus an additional amount to account for any interest or penalties imposed by the applicable Taxing Authority as a result of such Adjustment.

Section  2.08 Non-U.S. Federal Income Taxes . To the extent practicable as determined by PetSmart in its reasonable discretion, responsibility for any Tax other than U.S. federal income Tax that is not a Chewy Separate Tax Liability or Parent Separate Tax Liability shall be determined in accordance with the principles of Section  2.02—Section  2.07 , giving appropriate consideration to any differences in the application and determination of the applicable Tax, on one hand, and U.S. federal income Tax, on the other hand.

ARTICLE III

Section  3.01 Tax Return Preparation .

(a) Consolidated Returns. PetSmart shall prepare and file, or cause to be prepared and filed, all Tax Returns that include any Chewy Group Member and are required to be filed on a consolidated, combined, or unitary basis with any Parent Group Member, and shall be responsible for remitting (or causing to be remitted) to the applicable Taxing Authority all Taxes shown as due on such Tax Returns (including Taxes for which the Chewy Group Members are responsible pursuant to this Agreement).

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(b) Separate Returns . PetSmart shall prepare and file, or cause to be prepared and filed, all Tax Returns related to Parent Separate Tax Liabilities, and shall be responsible for remitting (or causing to be remitted) to the applicable Taxing Authority all Taxes shown as due on such Tax Returns. Chewy shall prepare and file, or cause to be prepared and filed, all Tax Returns related to Chewy Separate Tax Liabilities, and shall be responsible for remitting (or causing to be remitted) to the applicable Taxing Authority all Taxes shown as due on such Tax Returns.

(c) Right to Review .

(i) In the case of any Tax Return described in Section  3.01(a) PetSmart shall provide (or shall cause to be provided) a draft of such Tax Return and the applicable Schedule to Chewy for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return or, in the case of any such Tax Return filed on a monthly basis or a property Tax Return, at least ten (10) days prior to such Due Date. PetSmart shall consider in good faith any reasonable comment received from Chewy at least five (5) days prior to the Due Date for such Tax Return.

(ii) In the case of any Income Tax Return or other material Tax Return prepared by Chewy pursuant to Section  3.01(b) , Chewy shall provide a draft of such Tax Return to PetSmart for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return or, in the case of any such Tax Return filed on a monthly basis or property Tax Return, at least ten (10) days prior to such Due Date. Chewy shall consider in good faith any reasonable comment received from PetSmart at least five (5) days prior to the Due Date for such Tax Return.

(iii) The Parties shall negotiate in good faith to resolve all disputed issues with respect to Tax Returns prepared pursuant to this Section  3.01 . Any disputes that the Parties are unable to resolve shall be resolved pursuant to Article 6 . In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or pursuant to Section  6.01 ) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by the respective Party, and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

(iv) In the event any of the time periods set forth in Section  3.01 are determined to be insufficient to adequately comply with relevant Tax filing obligations while providing the Parties a commercially reasonable period of time to review materials they are otherwise entitled to review under Section  3.01 , then the Parties shall mutually agree to an adjustment to the applicable time periods to permit such compliance and a commercially reasonable period of time to review such materials.

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Section  3.02 Refunds .

(a) Parent shall be entitled to all Refunds of Taxes for which (i) Parent or any Parent Group Member is responsible pursuant to Section  2.02 or Section  2.08; (ii) which relate to any Parent Separate Tax Liability; or (iii) which relate to any Taxable Period ending on or prior to the IPO Date. Chewy shall be entitled to all Refunds of Taxes for which Chewy or any Chewy Group Member is responsible pursuant to Section  2.02 or Section  2.08 or which relate to any Chewy Separate Tax Liability (other than any Refund relating to any Taxable Period ending on or prior to the IPO Date).

(b) A Party receiving a Refund to which the other Party is entitled pursuant to this Agreement shall pay to the other Party the amount to which such other Party is entitled within ten (10) days after the receipt of the Refund (or, in the case of any Refund received in the form of a credit, within ten (10) days after application of such credit to reduce an amount of Taxes payable).

ARTICLE IV

Section  4.01 Audits .

(a) The Party that is responsible for preparing and filing an applicable Tax Return pursuant to Section  3.01 (the “ Controlling Party ”) shall have sole responsibility for, and control over, any Tax Proceeding relating to such Tax Return; provided however that PetSmart shall be the Controlling Party with respect to (i) any Tax Proceeding that could reasonably be expected to affect Tax Attributes of the Chewy Group described in Section  2.04 and (ii) any Taxable Period beginning before the date of the IPO.

(b) In the case of any Tax Proceeding described in Section  4.01(a) that would reasonably be expected to adversely affect any Tax liability or liability under this Agreement of a Party not in control of such Tax Proceeding (a “ Non-Controlling Party ”), the Controlling Party shall provide notice to such Non-Controlling Party within fifteen (15) days after receiving notice of such Tax Proceeding; provided that any failure to provide such notice shall not affect the obligations of such Non-Controlling Party with respect to Taxes addressed by such Tax Proceeding except to the extent such Non-Controlling Party is materially prejudiced by such failure. With respect to any such Tax Proceeding, (i) the Non-Controlling Party shall be entitled to participate in any such Tax Proceeding (at its sole expense, to the extent expenses are not otherwise allocated pursuant to this Agreement or another agreement), (ii) the Controlling Party shall keep the Non-Controlling Party reasonably informed and consult in good faith with the Non-Controlling Party with respect to any issue relating to such Tax Proceeding that is reasonably expected to materially affect the Non-Controlling Party, (iii) the Controlling Party shall provide the Non-Controlling Party with a copy of any written submission to be sent to the applicable Taxing Authority with respect to such Tax Proceeding prior to such sending, and shall consider in good faith any comments provided by the Non-Controlling Party with respect thereto and (iv) any disputes arising under this Section  4.01 shall be resolved in accordance with Article VI .

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(c) At the request of the Controlling Party, the Non-Controlling Parties shall take (and shall cause its subsidiaries to take) any action (e.g., executing a limited power of attorney) that is reasonably requested by the Controlling Party in order for the Controlling Party to handle, conduct, or settle the Tax Proceeding. Each Party shall assist the other Parties in taking (or causing to be taken) any remedial actions that are necessary or desirable to minimize the effects of any Adjustment made by any Taxing Authority. The Controlling Party shall reimburse the Non-Controlling Party for any reasonable out-of-pocket costs actually incurred by the Non-Controlling Party in complying with this Section  4.01(c) . The Controlling Party shall have no obligation to indemnify the Non-Controlling Party for any additional Taxes resulting from the Tax Proceeding, if the Non-Controlling Party fails to provide assistance in accordance with this Section  4.01(c) , to the extent such additional Taxes are directly attributable to the Non-Controlling Party’s failure to provide such assistance.

ARTICLE V

Section  5.01 Cooperation: Tax Information .

(a) Chewy shall, and shall cause each Chewy Group Member to, cooperate with Parent and PetSmart in the preparation and filing of Tax Returns, as described in Article III, or in the conduct of Tax Proceedings, as described in Article IV , including by maintaining such books and records and providing on a timely basis such information as may be necessary or useful in the filing of such Tax Returns or the conduct of such Tax Proceedings and executing any documents, providing any further information and taking any actions which Parent may reasonably request in connection therewith.

(b) If any Chewy Group Member fails to provide any information reasonably requested pursuant to this Article V on a timely basis, then Parent shall have the right to engage the Accounting Firm to gather such information. Chewy agrees to permit the Accounting Firm full access to all Tax Returns and other relevant information in the possession of any Chewy Group Member during reasonable business hours, and to reimburse or pay directly all costs and expenses incurred in connection with such engagement of the Accounting Firm.

(c) Parent shall, and shall cause each Parent Group Member, to cooperate with Chewy in the preparation and filing of Tax Returns, as described in Article III, or in the conduct of Tax Proceedings, as described in Article IV , including by maintaining such books and records and providing on a timely basis such information as may be necessary or useful in the filing of such Tax Returns or the conduct of such Tax Proceedings and executing any documents, providing any further information and taking any actions which Chewy may reasonably request in connection therewith.

(d) If any Parent Group Member fails to provide any information reasonably requested pursuant to this Article V on a timely basis, then Chewy shall have the right to engage the Accounting Firm to gather such information. Parent agrees to permit the Accounting Firm full access to all Tax Returns and other relevant information in the possession of any Parent Group Member during reasonable business hours, and to reimburse or pay directly all costs and expenses incurred in connection with such engagement of the Accounting Firm.

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Section  5.02 Retention of Records . Chewy agrees to retain, and cause each Chewy Group Member to retain, the appropriate records which may affect the determination of the Tax liability of any Parent Group Member until such time as there has been a Final Determination or the applicable statute of limitations has expired with respect thereto. Any Chewy Group Member intending to destroy any such materials, records, or documents relating to Taxes of any Parent Group Member shall provide Parent with ninety (90) days advance notice and the opportunity to copy or take possession of such materials, records and documents. Parent agrees to retain, and cause each Parent Group Member to retain, the appropriate records which may affect the determination of the Tax liability of any Chewy Group Member until such time as there has been a Final Determination or the applicable statute of limitations has expired with respect thereto. Any Parent Group Member intending to destroy any such materials, records, or documents relating to Taxes of any Chewy Group Member shall provide Chewy with ninety (90) days advance notice and the opportunity to copy or take possession of such materials, records and documents.

ARTICLE VI

Section 6.01 Interpretation of Agreement and Resolution of Disputes .

(i) In the event of any dispute among the Parties as to the application of Sections 2.02 - 2.05 , 2.07 , and 2.08 , such dispute shall be negotiated in good faith between the Parties.

(ii) In the event the Parties are unable to resolve any such dispute, PetSmart shall, in good faith using reasonable discretion, finally determine any such matter (A) while Parent (or the direct or indirect majority owners of Parent as of the date of this Agreement) directly or indirectly has Control of Chewy or (B) with respect to any Taxable Period of which Parent (or the direct or indirect majority owners of Parent) directly or indirectly has or had Control of Chewy.

(iii) For disputes not addressed by Section  6.01(a)(ii) , the Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.

(i) In the event of any dispute among the Parties as to other provisions in this Agreement (excluding, for the avoidance of doubt, the application of

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Sections 2.02 - 2.05 , 2.07 , and 2.08 as provided by Section  6.01(a) ), such dispute shall be negotiated in good faith between the Parties.

(ii) In the event the Parties are unable to resolve any such dispute, PetSmart shall, in good faith using reasonable discretion, finally determine any such matter (A) while Parent (or the direct or indirect majority owners of Parent as of the date of this Agreement) directly or indirectly has Control of Chewy or (B) with respect to any Taxable Period of which Parent (or the direct or indirect majority owners of Parent) directly or indirectly has or had Control of Chewy.

(iii) For disputes not addressed by Section 6.01(b)(ii), such dispute shall be settled by binding arbitration in the state of Delaware or another location mutually agreeable to the parties. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses and reasonable attorneys’ fees.

Section  6.02 Miscellaneous .

(a) Term of the Agreement. This Agreement shall become effective as of the date of its execution and, except as otherwise expressly provided herein, shall continue in full force and effect indefinitely.

(b) Injunctions . The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

(c) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In the event that any such term, provision, covenant or restriction is held to be invalid, void or unforeseeable, the parties hereto shall use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

(d) Assignment . Except by operation of law or in connection with the sale of all or substantially all the assets of a party hereto, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the advance written consent of the other party, and any attempt to assign any rights or obligations arising under

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this Agreement without such consent shall be void; provided , however , that the provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective successors and permitted assigns.

(e) Further Assurances . Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each of the parties shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any Taxing Authority, governmental agency, other regulatory or administrative agency, commission or similar authority, and promptly provide the other parties with all such information as they may reasonably request in order to be able to comply with the provisions of this sentence.

(f) Parties in Interest . Except as herein otherwise specifically provided, nothing in this Agreement expressed or implied is intended to confer any right or benefit upon any Person other than the parties hereto, their respective successors and permitted assigns, and any entity that subsequently becomes a Parent Group Member, PetSmart Group Member or Chewy Group Member.

(g) Waivers, Etc . No failure or delay on the part of the parties in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No modification or waiver of any provision of this Agreement, nor the consent to any departure by the parties therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(h) Setoff . All payments to be made by any party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

(i) Change of Law . If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the date of this Agreement, the performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

(j) Confidentiality . Subject to any contrary requirement of law and the right of each party to enforce its rights hereunder in any arbitration or legal action, each party agrees that it shall keep strictly confidential, and shall cause its employees and agents to keep strictly confidential, any information which it or any of its employees or agents may acquire pursuant to, or in the course of performing its obligations under, any provision of this Agreement.

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(k) Headings . Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

(l) Counterparts . For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto, and each such executed counterpart shall be, and shall be deemed to be, an original instrument.

(m) Notices . All notices, consents, requests, instructions, approvals and other communications provided for herein shall be validly given, made or served, if in writing and delivered personally or sent by registered mail, postage prepaid, or by e-mail to:

or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice delivered personally or given by telegram shall be deemed delivered when received by the recipient. Notice given by mail as set out above shall be deemed delivered five (5) days after the date the same is mailed. Notice given by facsimile transmission shall be deemed delivered on the day of transmission provided telephone confirmation of receipt is obtained promptly after completion of transmission.

(n) Costs and Expenses . Unless otherwise specifically provided herein, each Party agrees to pay its own costs and expenses resulting from the exercise of its respective rights or the fulfillment of its respective obligations hereunder.

(o) Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the domestic substantive laws of the State of Delaware without regard to any choice or conflict of laws, rules or provisions that would cause the application of the domestic substantive laws of any other jurisdiction.

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective officers, each of whom is duly authorized, all as of the day and year first above written.

Exhibit 10.4

EXECUTION VERSION

ABL CREDIT AGREEMENT

dated as of

June 18, 2019, among

CHEWY, INC.,

as the Borrower,

the Lenders from time to time party hereto,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, and

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A.,

as Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

i

ii

iii

iv

ABL CREDIT AGREEMENT dated as of June 18, 2019 (this “ Agreement ”), among CHEWY, INC., a Delaware corporation (the “ Borrower ”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“ Wells Fargo ”), as Administrative Agent.

WHEREAS, the Borrower has requested the Lenders to extend Commitments in an initial aggregate principal amount of $300,000,000; and NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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

“ ABL Intercreditor Agreement ” means an ABL Intercreditor Agreement, substantially in the form of Exhibit E , among the Administrative Agent and the representatives for one or more classes of obligations to be secured relative to the Liens on the Collateral securing the Secured Obligations, with such modifications thereto as the Administrative Agent and the Borrower shall reasonably agree.

“ ABL Priority Collateral ” has the meaning assigned to such term in the form of ABL Intercreditor Agreement attached as Exhibit E hereto.

“ 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. Notwithstanding any provision to the contrary in this Agreement, if at any time the rate determined pursuant to this definition is less than zero, then such rate shall be deemed to be zero.

“ Accepting Lenders ” shall have the meaning assigned to each term in Section 2.22.

“ Account ” as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

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

“ Accounting Changes ” has the meaning specified 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 the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such 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 given such term in the definition of “Consolidated EBITDA.”

“ Acquisition Transaction ” means the purchase or other acquisition, by merger, amalgamation, consolidation or otherwise, by the Borrower or any Subsidiary of 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.

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“ 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 Incremental Commitment pursuant to an Incremental Facility Amendment in accordance with Section 2.18.

“ Adjustment Date ” means the first calendar day of each calendar month of January, April, July and October.

“ Administrative Agent ” means Wells Fargo Bank, National Association, in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII. The Administrative Agent may from time to time designate one or more of its Affiliates or branches to perform the functions of the Administrative Agent in connection with Loans denominated in any Permitted Currency other than Dollars, in which case references herein to the “Administrative Agent” shall, in connection with Loans denominated in any such Permitted Currency, mean any Affiliate or branch so designated.

“ Administrative Agent 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.

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

“ Affected Class ” has the meaning specified in Section 2.22(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.

“ Agent ” means, individually and collectively as the context may require, the Administrative Agent, each Lead Arranger, each Joint Bookrunner, the Syndication Agent and any successors and assigns in such capacity, and “ Agents ” means two or more of them.

“ Agreement ” has the meaning provided 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 fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of 1%, (ii) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause (ii) shall be deemed to be zero) and (iii) the 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 calendar month plus 1.00%.

“ AML Legislation ” has the meaning specified in Section 9.13.

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“ Anti-Corruption Laws ” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction in which the Borrower or any of the Restricted Subsidiaries is located or is doing business.

“ Anti-Terrorism Laws ” means all applicable laws and regulations or ordinances relating to terrorism or money laundering in any jurisdiction in which the Borrower or any of the Restricted Subsidiaries is located or is doing business, including Executive Order No. 13224, the USA Patriot Act, the Bank Secrecy Act, and the Money Laundering Control Act of 1986 (i.e., 18 USC. §§ 1956 and 1957).

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

“ Applicable Rate ” means, for any day, with respect to all Revolving Loans, the applicable rate per annum set forth below, based upon the Average Excess Availability as of the most recent Adjustment Date; provided that until the first Adjustment Date occurring after the first full fiscal quarter ended after the Effective Date, the “Applicable Rate” shall be the applicable rate per annum set forth below in Category 3:

The Applicable Rate shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Average Excess Availability in accordance with the table above; provided that (i) if an Event of Default shall have occurred and be continuing at the time any reduction in the Applicable Rate would otherwise be implemented, then no such reduction shall be implemented until the date on which such Event of Default shall no longer be continuing and (ii) if any Borrowing Base Certificate delivered pursuant to this Agreement is at any time restated or otherwise revised, or if the information set forth in any such Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be recalculated by the Administrative Agent at such higher rate for any applicable periods and shall be due and payable within 5 Business Days of receipt of such calculation by the Borrower from the Administrative Agent and shall be payable only to the Lenders whose Commitments were outstanding during such period when the Applicable Rate should have been higher (regardless of whether such Lenders remain parties to this Agreement at the time such payment is made).

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

“ Approved Electronic Communications ” means each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent and/or the Collateral Agent pursuant to any Loan Document or the transactions contemplated therein, including (a) any supplement, joinder or amendment to the Security Documents and any other written communication delivered or required to be delivered in respect of any Loan Document or the transactions contemplated therein and any financial statements, financial and other report, notice, request, certificate and other information materials; provided , however , that solely with respect to delivery of any such Communication by any Loan Party to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agent’s right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent in connection with any such posting, “Approved Electronic Communication” shall exclude (i) any notice of borrowing, letter of credit request, notice of conversion or continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article IV or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

“ Approved Electronic Platform ” has the meaning assigned to such term in Section 9.01.

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

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate or branch of a Lender or (c) an entity or an Affiliate or branch of an entity that administers or manages a Lender.

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

“ Audited Financial Statements ” means the audited consolidated balance sheets of the Borrower and its subsidiaries as at the end of and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries, for the fiscal years ended January 28, 2018 and February 3, 2019, including the notes thereto.

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date of any Commitments and (b) the date of termination of such Commitments.

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

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“ Available Equity Amount ” as of any date means a cumulative amount equal to (without duplication):

(a) the net cash proceeds of new public or private issuances of Qualified Equity Interests in the Borrower or any parent of the Borrower which are contributed to the Borrower, plus

(b) capital contributions received by Borrower in cash or Permitted Investments (other than in respect of any Disqualified Equity Interest or constituting a Cure Amount) and the Fair Market Value of other property that is useful in the business of the Borrower and its Restricted Subsidiaries and contributed to the capital of the Borrower (including through consolidation or merger), plus

(c) the net cash proceeds received by Borrower from Indebtedness and Disqualified Equity Interest issuances issued and which have been exchanged or converted into Qualified Equity Interests; plus

(d) returns, profits, distributions and similar amounts received in cash or Permitted Investments by the Borrower and the Restricted Subsidiaries on Investments made using the Available Equity Amount (not to exceed the amount of such Investments);

in each case, which net cash proceeds, capital contributions, returns, profits, distributions and similar amounts have been received by the Borrower during the immediately preceding consecutive 90-day period and, in any event, after the Effective Date.

“ Available Revolving Commitment ” means, at any time, the Commitments of any Revolving Lender then in effect under the Facility minus the Revolving Exposure of such Revolving Lender under the Facility at such time.

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

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

“ 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.

“ Bank Accounts ” means any checking or other demand deposit account, securities account, commodities account or other bank account maintained by any of the Loan Parties.

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“ Bank Product Obligations ” means other obligations in respect of purchase card programs.

“ Bank Product Reserve ” means a reserve in respect of the full amount (or (a) solely with respect to Secured Bank Product Obligations owed to the Administrative Agent or any of its Affiliates or branches, such lesser amount as the Administrative Agent may elect in its sole discretion and (b) solely with respect to Secured Bank Product Obligations owed to any other Person, such lesser amount as such Person may elect in its sole discretion) of Secured Bank Product Obligations outstanding at the applicable time, as determined by the Administrative Agent.

“ 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.

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

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

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

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

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

“ Borrower ” has the meaning provided in the preamble hereto.

“ Borrowing ” means (a) Loans of the same Facility, 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, (b) Swingline Loans or (c) Protective Advances.

“ Borrowing Base ” means:

(i) 85% (except as may be required by clauses (e) or (i) of the definition of “Eligible Receivables”) of the Value of Eligible Receivables of the Loan Parties, plus

(ii) 90% of the Net Orderly Liquidation Value of Eligible Inventory of the Loan Parties, plus

(iii) 90% of the face amount of Eligible Credit Card Receivables of the Loan Parties, plus

(iv) at the option of the Borrower, 100% of Qualified Cash, minus

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(v) without duplication, the amount of all Reserves as the Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish or modify in accordance with the provisions of Section 2.26;

provided that in no event shall the aggregate amounts set forth in clauses (i) through (iii) of this definition attributable to Inventory or Receivables acquired pursuant to the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person or Equity Interests in a Person, that is not subject to a completed inventory appraisal or field examination conducted by or on behalf of the Administrative Agent exceed 10% of the Borrowing Base; provided further that in connection with any such purchase or other acquisition, the Borrower may request that the Administrative Agent undertake an inventory appraisal or field examination in respect of such acquired Inventory or Receivables and, upon such request, the Administrative Agent shall use commercially reasonable efforts to engage a third party reasonably acceptable to the Borrower to commence such inventory appraisal or field examination within 30 days.

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to the definition of “Qualified Accounts”, Section 5.01(i), Section 5.14, the final paragraph of Section 6.05 or the first proviso of Section 9.15 and adjusted by the Administrative Agent in the exercise of its Permitted Discretion and in accordance with Section 2.26 based upon additional information, if any, received after the date of delivery of any such Borrowing Base Certificate; provided that until the earlier of (i) delivery of an initial inventory appraisal and an initial field examination conducted by or on behalf of the Administrative Agent and a Borrowing Base Certificate in respect thereof along with customary supporting documentation and (ii) the date that is 90 days following the Effective Date (or such later date as the Administrative Agent reasonably agrees), the Borrowing Base shall be deemed to be $200,000,000 (or such greater amount set forth in the initial inventory appraisal conducted by or on behalf of the Administrative Agent); provided, further, that, in the event the Borrower does not deliver an initial inventory appraisal and an initial field examination conducted by or on behalf of the Administrative Agent by the date that is 90 days following the Effective Date (or such later date as the Administrative Agent reasonably agrees), on the date that is 90 days following the Effective Date (or such applicable later date) the Borrowing Base shall be reduced to zero and shall not be increased until such date as the Borrower has delivered to the Administrative Agent such inventory appraisal and field examination and a Borrowing Base Certificate in respect thereof along with customary supporting documentation.

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

“ Borrowing Request ” means a request by a Borrower for a Borrowing in accordance with Section 2.03, via electronic notice via the Portal or otherwise in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent in its reasonable discretion.

“ 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 (a) when used in connection with any Eurocurrency Loan or any Letter of Credit (other than U.S. Letters of Credit), the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market and (b) in the case of any Letter of Credit, any Swingline Loan, or any Eurocurrency Loan, in each case denominated in Euros, the term “Business Day” shall also exclude any day which is not a Business Day as determined by the Administrative Agent.

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“ Capital Expenditures ” means, for any period, the additions to property, plant and equipment and other capital expenditures of the Borrower and the Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower 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 applied by the Borrower in the Audited Financial Statements.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP as applied by the Borrower in the Audited Financial Statements, recorded as capitalized leases.

“ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries.

“ Cash Dominion Period ” means (a) the period from the date that Specified Excess Availability is less than the greater of (i) 10% of the Total Maximum Borrowing Amount and (ii) $30,000,000 for five (5) consecutive Business Days until the date that Specified Excess Availability has been at least the greater of (i) 10% of the Total Maximum Borrowing Amount and (ii) $30,000,000 for twenty (20) consecutive calendar days or (b) upon the occurrence of a Specified Default, the period that such Specified Default shall be continuing.

“ Cash Management Obligations ” means (a) obligations in respect of any 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 card programs and similar arrangements.

“ Cash Management Services ” has the meaning provided in the definition of Secured Cash Management Obligations.

“ Casualty Event ” means any event that gives rise to the receipt by the Borrower, a Loan Party 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.

“ CF Debt Priority Collateral ” has the meaning assigned to such term in the form of ABL Intercreditor Agreement attached as Exhibit E hereto.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group, other than the Permitted Holders (directly or indirectly, including through one or more holding companies), of Equity Interests representing 40% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the Borrower and the percentage of the aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests in the Borrower held by the Permitted Holders, unless the Permitted Holders (directly or indirectly, including through one of more holding companies) otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint (and do so designate, nominate or appoint) a majority of the Board of Directors of

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the Borrower or (b) the occurrence of a “Change of Control” (or similar event, however denominated), as defined in the documentation governing any Material Indebtedness that is Subordinated Indebtedness. For purposes of this definition, (i) “beneficial ownership,” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, (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) if any Person or “group” includes one or more Permitted Holders, the issued and outstanding Equity Interests of the Borrower directly or indirectly owned by the Permitted Holders that are part of such Person or “group” shall not be treated as being owned by such Person or “group” for purposes of determining whether this definition is triggered).

“ 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 (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) any requests, rules, guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 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 the United States regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to be a “Change in Law,” regardless of when enacted, adopted, promulgated or issued.

“ Chattel Paper ” means any “chattel paper,” as such term is defined in the UCC, including electronic chattel paper, now owned or hereafter acquired by any Loan Party, wherever located.

“ Class ” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Loans under the Facility (including a FILO Tranche), (b) any Commitment, refers to whether such Commitment is a Revolving Commitment or an Incremental Commitment under the Facility and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments under the Facility. Loans made under Incremental Commitments 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 by any Loan Party to secure the Secured Obligations of the Loan Parties.

“ Collateral Access Agreement ” means a collateral access agreement (including a landlord lien waiver) in the form of Exhibit J-1 or J-2 hereto, as applicable, or otherwise reasonably satisfactory to the Administrative Agent.

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

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

(a) the Administrative Agent shall have received from (i) the Borrower and each Subsidiary (other than an applicable 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 Domestic Subsidiary that becomes a Restricted Subsidiary of any Loan Party (other than any Excluded Subsidiary) or ceases to be an Excluded Subsidiary after the Effective Date, a supplement to the Guarantee Agreement, in the form specified therein, and (ii) the Borrower and each Subsidiary Loan Party either (x) a counterpart of the Security Documents, as applicable, duly executed and delivered on behalf of such Person or (y) in the case of any Domestic Subsidiary that becomes a Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Security Documents in the form specified therein, duly executed and delivered on behalf of such Person, and 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, to the extent reasonably requested by the Administrative Agent, opinions and certificates of the type referred to in Section 4.01(b) and 4.01(c));

(b) all outstanding Equity Interests of the Restricted Subsidiaries of any Loan Parties (other than any Equity Interests constituting Excluded Assets or Equity Interests of Immaterial Subsidiaries) owned by or on behalf of any Loan Party shall have been pledged pursuant to the Security Documents (and the Administrative 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) if any Indebtedness for borrowed money of the Borrower or any Subsidiary in a principal amount of $10,000,000 or more is owing by such obligor to any Loan Party, such Indebtedness shall be evidenced by a promissory note, such promissory note shall have been pledged pursuant to the applicable Security Document and the Administrative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; and

(d) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by 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 Administrative Agent for filing, registration or recording.

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, if, and for so long as and to the extent that the Administrative Agent and the Borrower reasonably agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any material adverse Tax consequences to the Borrower and its Subsidiaries (including the imposition of withholding or other material Taxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents as in effect on the Effective Date, (c) except as otherwise expressly set forth herein, in no event shall control agreements or other control or similar arrangements be required with respect to deposit accounts, securities accounts, commodities accounts or other assets specifically requiring perfection by control agreements, (d) no perfection actions shall be required with respect to Vehicles and other assets subject to certificates of title, (e) no perfection actions shall be required with respect to commercial tort claims with a value less than $5,000,000 and no perfection shall be required with respect to promissory notes evidencing debt for borrowed money in a

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principal amount of less than $5,000,000 (except to the extent such perfection may be achieved solely by filing a UCC financing statement), (f) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required, except as expressly provided in this Agreement, to be taken to create any security interests in assets located or titled outside of the United States (including any Equity Interests of Foreign Subsidiaries and any Intellectual Property or real property owned by Foreign Subsidiaries) or to perfect or make enforceable any security interests in any such assets, (g) no actions shall be required to perfect a security interest in letter of credit rights (other than the filing of UCC filings), (h) in no event shall the Collateral include any Excluded Assets and (i) no delivery of share certificates evidencing Equity Interests in Immaterial Subsidiaries shall be required. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Effective Date 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.

“ Commercial Letter of Credit ” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by the Borrower or its Subsidiaries in the ordinary course of business.

“ Commitment ” means with respect to any Lender, its Revolving Commitment, Incremental Commitment or any combination thereof (as the context requires).

“ Commitment Fee Rate ” means a rate per annum equal to 0.25%; provided that, commencing on the first date of the first fiscal quarter commencing after the Effective Date and for any day thereafter, the Commitment Fee Rate shall be the applicable rate per annum set forth below based upon the Average Revolving Loan Utilization under the Facility as of the most recent Adjustment Date:

The Commitment Fee Rate shall be adjusted quarterly on each Adjustment Date based upon the Average Revolving Loan Utilization under the Facility in accordance with the table above; provided that if a Specified Event of Default shall have occurred and be continuing at the time any reduction in the Commitment Fee Rate would otherwise be implemented, then no such reduction shall be implemented until the date on which such Specified Event of Default shall have been cured or waived.

“ Commitment Schedule ” means Schedule 2.01 .

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

“ Company Materials ” has the meaning specified in Section 5.01.

“ Compliance Certificate ” means a Compliance Certificate in the form of Exhibit I required to be delivered pursuant to Section 5.01(c).

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“ Compliance Period ” means any period beginning on the date that Specified Excess Availability has been less than the greater of (a) 10% of the Total Maximum Borrowing Amount and (b) $30,000,000 for three (3) consecutive Business Days, until the date that Specified Excess Availability has been at least the greater of (i) 10% of the Total Maximum Borrowing Amount and (ii) $30,000,000 for twenty (20) consecutive calendar days.

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

(a) without duplication and to the extent already deducted (and not added back) 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, 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 bank and letter of credit fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (i) through (x) thereof,

(ii) provision for taxes based on income, profits, revenue or capital gains, including federal, foreign and state income, franchise, excise, value added and similar taxes 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, and any payments to a direct or indirect parent company pursuant to Section 6.08(a)(vii) in respect of such taxes,

(iii) depreciation and amortization (including amortization of Capitalized Software Expenditures, internal labor costs and deferred financing fees or costs),

(iv) other non-cash charges (other than any accrual in respect of bonuses) ( provided , in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of 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 non-wholly-owned subsidiary deducted (and not added back in such period to Consolidated Net Income) excluding cash distributions in respect thereof,

(vi) (A) the amount of management, monitoring, consulting and advisory fees, indemnities and related expenses paid or accrued in such period to (or on behalf of) the Sponsors (including any termination fees payable in connection with the early termination of management and monitoring agreements) to the extent otherwise permitted under Section 6.09(x) and (B) the amount of payments made to option holders of the Borrower or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted in the Loan Documents,

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(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 Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous period and not added back,

(ix) any costs or expenses incurred by the Borrower or any Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are non-cash or otherwise funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests or relating to Equity Interests constituting Cure Amounts), and

(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,

plus

(b) without duplication, the amount of “run rate” cost savings, operating expense reductions and synergies related to the Transactions or any other Specified Transaction, any restructuring, cost saving initiative or other initiative 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 (in the good faith determination of the Borrower), including any cost savings, expenses and charges (including restructuring and integration charges) in connection with, or incurred by or on behalf of, any joint venture of the Borrower or any of the Restricted Subsidiaries (whether accounted for on the financial statements of any such joint venture or the Borrower) (i) with respect to the Transactions, on or prior to the date that is 24 fiscal months after the Effective Date (including actions initiated prior to the Effective Date) and (ii) with respect to any other Specified Transaction, any restructuring, cost saving initiative or other initiative, within 24 fiscal months after such Specified Transaction, 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 reasonably identifiable and factually supportable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges 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 share of any such cost savings, expenses and charges with respect to a joint venture that are to be allocated to the Borrower or any of the Restricted Subsidiaries shall not exceed the total amount thereof for any such joint venture multiplied by the percentage of income of such venture expected to be included in Consolidated EBITDA for the relevant Test Period;

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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 non-wholly-owned subsidiary added (and not deducted in such period from Consolidated Net Income),

in each case, as determined on a consolidated basis for the Borrower 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 the Borrower or any Restricted Subsidiary during such period (other than 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 the Transactions or pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (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, and

(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 the Borrower 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).

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Notwithstanding the foregoing, for all purposes of this Agreement, Consolidated EBITDA shall be deemed to equal (a) ($51,509,000) for the fiscal quarter ended March 31, 2018, (b) ($53,410,000) for the fiscal quarter ended June 30, 2018, (c) ($68,633,000) for the fiscal quarter ended September 30, 2018 and (d) ($55,355,000) for the fiscal quarter ended December 31, 2018, in each case and, without duplication, adjusted to reflect any Pro Forma Adjustment with respect to any relevant Specified Transaction or any restructuring, cost saving initiative or other initiative, in each case, occurring or identified after the Effective Date and not otherwise included in the calculation of the foregoing amounts.

“ Consolidated First Lien Debt ” means Consolidated Total Debt that is not Subordinated Indebtedness and is secured by Liens on the Collateral on an equal or senior priority basis (but without regard to the control of remedies) with Liens securing the Secured Obligations. For the avoidance of doubt, (a) any Indebtedness under the Facility shall constitute First Lien Debt and (b) Consolidated First Lien Debt shall be reduced, without duplication, by the amount of cash and Permitted Investments reducing Consolidated Total Debt as of the relevant date of determination.

“ Consolidated Interest Expense ” means the sum of (a) cash interest expense (including that attributable to Capitalized Leases), net of cash interest income of the Borrower and the Restricted Subsidiaries with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging agreements plus (b) non-cash interest expense resulting solely from the amortization of original issue discount from the issuance of Indebtedness of the Borrower and the Restricted Subsidiaries (excluding Indebtedness borrowed hereunder in connection with the Transactions) at less than par, plus (c) pay-in-kind interest expense of the Borrower and the Restricted Subsidiaries, but excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clause (b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield, make whole premium and other fees and charges (including any interest expense) incurred in connection with any Permitted Receivables Financing, (v) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including, without limitation, any Indebtedness issued in connection with the Transactions, (vii) penalties and interest relating to taxes, (viii) accretion or accrual of discounted liabilities not constituting Indebtedness, (ix) interest expense attributable to a direct or indirect parent entity resulting from push-down accounting, (x) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting and (xi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Permitted Acquisition or similar Investment permitted hereunder, all as calculated on a consolidated basis in accordance with GAAP.

For purposes of this definition, interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP.

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

(a) extraordinary, non-recurring or unusual 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 and other business optimization expenses (including related to new product introductions and other strategic or cost savings initiatives), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, other executive recruiting and retention costs, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities and charges resulting from changes in estimates, valuations and judgments),

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

(c) Transaction Costs,

(d) the net income 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; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted Investments (or, if not paid in cash or Permitted Investments, but later converted into cash or Permitted Investments, upon such conversion) by such Person to the Borrower or a Restricted Subsidiary thereof during such period,

(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, Investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (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 as a result of the Transactions in accordance with GAAP (including any adjustment of estimated payouts on existing earn-outs) or changes as a result of the adoption or modification of accounting policies during such period,

(h) all Non-Cash Compensation Expenses,

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

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(j) any income (loss) from investments recorded using the equity method of accounting (but including any cash dividends or distributions actually received by the Borrower 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),

(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),

(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), and

(o) any impairment charge or asset write-off or write-down (including related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities).

There shall be excluded from Consolidated Net Income for any period the effects from applying acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto and deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Effective Date and any Permitted Acquisitions or other Investment or the amortization or write-off of any amounts thereof.

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 such Person 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.

“ Consolidated Secured Debt ” means Consolidated Total Debt that is not Subordinated Indebtedness and is secured by a Lien on the Collateral. For the avoidance of doubt, Consolidated Secured Debt shall be reduced, without duplication, by the amount of cash and Permitted Investments reducing Consolidated Total Debt as of the relevant date of determination.

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“ 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 the Borrower and the Restricted Subsidiaries in accordance with GAAP.

“ Consolidated Total Debt ” means, as of any date of determination (i) the outstanding principal amount of all third party Indebtedness for borrowed money (including purchase money Indebtedness), unreimbursed drawings under letters of credit, Capital Lease Obligations, third party Indebtedness obligations evidenced by notes or similar instruments and, without duplication, Receivables Guarantees, in each case of the Borrower and the Restricted Subsidiaries on such date, on a consolidated basis and determined in accordance with GAAP (excluding, in any event, the effects of any discounting of Indebtedness resulting from the application of acquisition method accounting in connection with the Transactions or any Permitted Acquisition or other Investment) minus (ii) the aggregate amount of cash and Permitted Investments on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date to the extent the use thereof for the application to the payment of Indebtedness is not prohibited by law or any contract to which the Borrower and any Restricted Subsidiary is a party (which, for the avoidance of doubt, shall include all Qualified Cash so long as no Cash Dominion Event is continuing). It is understood that (x) the foregoing clause (ii) shall not apply in respect of any calculation hereunder of the Fixed Charge Coverage Ratio and (y), to the extent the Borrower or any Restricted Subsidiary incurs any Indebtedness and receives the proceeds of such Indebtedness, for purposes of determining any incurrence test under this Agreement and whether the Borrower is in Pro Forma Compliance with any such test, the proceeds of such incurrence may be considered cash or Permitted Investments for purposes of any “netting” pursuant to clause (ii) of this definition to the extent not promptly applied to the transaction financed in connection with such incurrence.

“ 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 ” has the meaning assigned to such term in Section 5.17(a).

“ Controlled Accounts ” has the meaning assigned to such term in Section 5.17(a).

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

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

“ Cost ” means the cost of purchase of Inventory determined according to the accounting policies used in the preparation of the Borrower’s audited financial statements.

“ Covered Party ” has the meaning specified in Section 9.21(a).

“ Cure Amount ” has the meaning assigned to such term in Section 7.03(a).

“ Cure Expiration Date ” has the meaning assigned to such term in Section 7.03(a).

“ Cure Right ” has the meaning assigned to such term in Section 7.03(a).

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“ Customs Broker/Carrier Agreement ” means an agreement in form and substance reasonably satisfactory to the Administrative Agent among the Borrower, a customs broker, freight forwarder, consolidator or carrier, and the Administrative Agent, in which the customs broker, freight forwarder, consolidator or carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject inventory for the benefit of the Administrative Agent and agrees, upon notice from the Administrative Agent, to hold and dispose of the subject inventory solely as directed by the Administrative Agent.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, insolvency, reorganization, examination or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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

“ Defaulting Lender ” means any Lender that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within two Business Days of the date on which such funding is required hereunder, (b) notified the Borrower, the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement or provided any written notification to any Person to the effect that it does not intend to comply with its funding obligations under this Agreement, (c) failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)), to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, in each case unless the subject of a good faith dispute or subsequently cured, (e)(i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding or any action or proceeding of the type described in Section 7.01(h) or (i), or has had a receiver, interim receiver, monitor, conservator, trustee, administrator, assignee for the benefit of creditors, examiner, liquidator or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, monitor, conservator, trustee, administrator, assignee for the benefit of creditors, examiner, liquidator or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (f) or has a direct or indirect parent company that has become the subject of a Bail-In Action.

“ Deposit Account ” has the meaning assigned to such term in the Uniform Commercial Code in the state of New York.

“ Designated Disbursement Account ” has the meaning assigned to such term in Section  5.17(d) .

“ Designated Non-Cash Consideration ” means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with a Disposition pursuant to Section 6.05(k) 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).

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“ Determination Date ” means, (a) with respect to any Letter of Credit denominated in a currency other than Dollars, (i) each date of issuance of such Letter of Credit and (ii) each date of any amendment of such Letter of Credit that would have the effect of increasing the face amount thereof; and (b) such additional dates as the Administrative Agent or the respective Issuing Bank determine in its reasonable discretion.

“ Dilution Percentage ” means the percent equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos, charge backs and other dilutive items with respect to Eligible Credit Card Receivables or Eligible Receivables, as the case may be, divided by (b) gross sales, determined based on information contained in the most recent field examination (or, in the Permitted Discretion of the Administrative Agent, based on updated information provided to the Administrative Agent by the Borrower).

“ Dilution Reserve ” means an amount equal to the amount of Eligible Credit Card Receivables or Eligible Receivables under the Facility, multiplied by the percentage by which the Dilution Percentage exceeds 5%.

“ 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 the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries 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;

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in each case, on or prior to the date 91 days after the Latest Maturity Date; provided , however , that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” 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 and the termination of all outstanding Letters of Credit (other than Letters of Credit that have been cash collateralized on terms set forth in Section 2.24(i) or back-stopped following the termination of the Commitments in a manner reasonably satisfactory to the applicable Issuing Banks) and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of the Borrower (or any direct or indirect parent thereof) or any of the Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by the Borrower (or any direct or indirect parent company thereof) or any of the Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person.

“ Disqualified Lenders ” means (a) those Persons identified by a Sponsor or the Borrower to the Joint Bookrunners in writing prior to June 18, 2019 (or, if identified in writing after such date but prior to the date hereof, with the consent of Joint Bookrunners holding at least a majority of the financing commitments as of June 18, 2019), (b) those Persons who are competitors of the Borrower and its Subsidiaries identified by a Sponsor or the Borrower to the Administrative Agent from time to time in writing (including by email) and (c) in the case of each Persons identified pursuant to clauses (a) and (b) above, any of their Affiliates that are either (i) identified in writing by the Borrower or a Sponsor from time to time or (ii) known or reasonably identifiable as Affiliates (other than, in the case of this clause (ii), Affiliates that are bona fide debt funds); provided , that no designation of any Person as a Disqualified Lender shall retroactively disqualify any assignments or participations made to, or information provided to, such Person before it was designated as a Disqualified Lender, and such Person shall not be deemed to be a Disqualified Lender in respect of any assignments or participations made to such Person prior to the date of such designation.

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

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount in Dollars, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time in accordance with Section 1.06 hereof.

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

“ Domestic Subsidiary ” means any Subsidiary that is incorporated or organized under the laws of a State within the United States of America or the District of Columbia.

“ Drawing Document ” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication.

“ 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.

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

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

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

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person other than, in each case, (i) a natural person, (ii) a Defaulting Lender, (iii) a Disqualified Lender or (iv) any Sponsor, the Borrower or any of their respective Affiliates.

“ Eligible Credit Card Receivables ” means, as of any date of determination, Receivables and Payment Intangibles due to a Loan Party from major credit card processors (including, without limitation, VISA, Mastercard, American Express, Diners Club, Carte Blanche and DiscoverCard) as arise in the ordinary course of business and which have been earned by performance, that, unless otherwise approved by the Administrative Agent in its Permitted Discretion, meet all of the following requirements:

(a) such Receivable or Payment Intangible has not been outstanding for more than seven Business Days from the date of sale or for such longer period as may be approved by the Administrative Agent;

(b) a Loan Party has good, valid and marketable title to such Receivable or Payment Intangible;

(c) such Receivable or Payment Intangible is not subject to any other Lien other than Liens permitted by Section 6.02, and such Liens do not have priority over the Lien of the Administrative Agent and are junior to the Lien of the Administrative Agent (other than inchoate or other Liens (including tax Liens) arising by operation of law so long as the Administrative Agent has established a Reserve in respect thereof in its Permitted Discretion);

(d) such Receivable or Payment Intangible is not disputed, or with respect to which no claim, counterclaim, offset or chargeback has been asserted, by the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback) (it being the intent that chargebacks in the ordinary course by the credit card processors shall not be deemed violative of this clause); and

(e) if such Receivable or Payment Intangible is due to a Loan Party from a major credit card processor other than VISA, Mastercard, American Express, Diners Club, Carte Blanche or DiscoverCard, the Administrative Agent, in its Permitted Discretion, has not determined that such Receivable or Payment Intangible is unlikely to be collected.

“ Eligible In-Transit Inventory ” means Inventory (other than Eligible Letter of Credit Inventory) owned by a Loan Party that would be Eligible Inventory under clause (2) of such definition if it were not in transit from a foreign location to a location of such Loan Party within the United States. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it (a) has cleared customs into the United States; (b) is insured in accordance with the provisions of this Agreement and the other Loan Documents; (c) has been identified to the applicable sales contract and title has passed to the applicable Loan Party; (d) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the

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Inventory, or with respect to whom any Loan Party is in default of any obligations; (e) is subject to customary purchase orders and other sale documentation consistent with such Loan Party’s ordinary course of dealing; (f) is shipped by a common carrier that is not affiliated with the vendor; and (g) is subject to documents of title evidencing ownership thereof over which the Administrative Agent has control (such as, if requested by the Administrative Agent, by the delivery of a Customs Broker/Carrier Agreement).

“ Eligible Inventory ” means (1) Eligible Letter of Credit Inventory and Eligible In-Transit Inventory and (2) items of Inventory of the Loan Parties subject to the Lien in favor of the Administrative Agent held for sale in the ordinary course of the business of the Loan Parties (but not including packaging or shipping materials or maintenance supplies) that, unless otherwise approved by the Administrative Agent in its Permitted Discretion, meet all of the following requirements:

(a) such Inventory is owned by a Loan Party and is subject to a perfected Lien in favor of the Administrative Agent and not subject to any other Lien other than Liens permitted by Section 6.02, and such Liens do not have priority over the Lien of the Administrative Agent and are junior to the Lien of the Administrative Agent (other than an inchoate or other Liens (including tax Liens) arising by operation of law so long as either (A) the Administrative Agent has established a Reserve in respect thereof in its Permitted Discretion or (B) the relevant Loan Party has provided a Collateral Access Agreement pursuant to clause (g) or (h) below);

(b) such Inventory consists of finished goods and does not consist of raw materials, work in progress, supplies, live animals or consigned goods; provided that raw materials or work-in-progress shall not be deemed ineligible under this clause (b) to the extent the most recent inventory appraisal delivered to the Administrative Agent ascribes a value thereto;

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

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

(e) such Inventory is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; provided that slow-moving or obsolete inventory shall not be deemed ineligible under this clause (e) to the extent the most recent inventory appraisal delivered to the Administrative Agent ascribes a value to such slow-moving or obsolete inventory;

(f) such Inventory (other than any Eligible Letter of Credit Inventory and Eligible In-Transit Inventory) is either (x) located within the United States at one of the Permitted Inventory Locations; provided that such Inventory at any Permitted Inventory Location is in excess of $100,000 or (y) is in transit within the United States;

(g) such Inventory is not located on leased premises or in the possession of a vendor, warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless (i) the lessor or such Person has delivered to the Administrative Agent a Collateral Access Agreement or (ii) an appropriate Rent Reserve with respect to such location has been established by the Administrative Agent in its Permitted Discretion;

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

(i) such Inventory is not subject to any Royalty or other similar arrangement that restricts such Loan Party’s or Administrative Agent’s right to dispose of such Inventory, unless (i) the Administrative Agent (A) has received a Collateral Access Agreement or (B) is otherwise satisfied that it could sell such Inventory on favorable terms following an Event of Default or (ii) an appropriate Royalty Reserve has been established by the Administrative Agent in its Permitted Discretion.

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

“ Eligible Letter of Credit Inventory ” means as of the date of determination thereof, without duplication of other Eligible Inventory, Inventory, (a) the purchase of which is supported by a Commercial Letter of Credit having an expiry within one hundred twenty (120) days of such date of determination, which Commercial Letter of Credit provides for documentary requirements to include a document of title showing the applicable Loan Party as consignee (except as otherwise reasonably agreed by the Administrative Agent) and, beginning with the 181st day after the Effective Date, as to which the Administrative Agent has control over the documents of title, to the extent applicable, which evidence ownership of the subject Inventory, and (b) which otherwise would constitute Eligible Inventory under clause (2) thereof.

“ Eligible Receivable ” means the unpaid portion of a Receivable payable in a Permitted Currency to a Loan Party subject to the Lien in favor of the Administrative Agent, which Receivable, unless otherwise approved by the Administrative Agent in its Permitted Discretion, meets all of the following requirements:

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

(b) such Receivable is not past due more than 90 days after its due date or later than 120 days after the invoice date; provided that in calculating delinquent portions of Receivables, credit balances which are unapplied for more than 90 days shall not reduce the past due portion of the Receivables balance;

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

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(d) such Receivable is not owing by an Account Debtor from which an aggregate amount of more than 50% of the Receivables owing therefrom are (i) based on the most recent Borrowing Base Certificate, not Eligible Receivables pursuant to clause (b) above or (ii) based on the most recent Borrowing Base Certificate, past due more than 90 days after their applicable due date or later than 120 days after their applicable invoice date;

(e) such Receivables are due within no more than 360 days after the invoice date; provided that such Receivables due more than 90 days after the invoice date may be included as part of the Borrowing Base in an aggregate amount not to exceed $20,000,000; and provided further , that only 70% of the value of such Receivables shall be included in the Borrowing Base;

(f) if the Account Debtor with respect thereto is located outside of the United States, the goods which gave rise to such Receivable were shipped after receipt by the applicable Loan Party from the Account Debtor of an irrevocable letter of credit that has been confirmed by a financial institution reasonably acceptable to the Administrative Agent, and on terms, reasonably acceptable to the Administrative Agent, payable in the full face amount of the face value of the Receivable in a Permitted Currency at a place of payment located within the United States and has been duly assigned to the Administrative Agent;

(g) the Account Debtor with respect to such Receivable is not a Sanctioned Person or Sanctioned Entity;

(h) such Receivable is not a billing for interest, fees or late charges;

(i) such Receivable (i) is a valid, legally enforceable obligation of the Account Debtor with respect thereto and (ii) is not disputed, is not subject to a claim, counterclaim, discount, deduction, reserve, allowance for rebate, other allowance recoupment, offset (including potential offsets associated with core deposits) or chargeback that has been asserted with respect thereto by the applicable Account Debtor (any such item, a “ Contra Account ”) (but only to the extent of such Contra Account (with such Contra Account being valued at the lesser of (x) such Receivable and (y) such asserted claim, counterclaim, discount, deduction, reserve, allowance for rebate, other allowance recoupment, offset or chargeback), and is not subject to offset or reduction based upon cash received by such Loan Party but not yet applied against such Receivable;

(j) such Receivable is not owed by an Account Debtor that is subject to a proceeding under any Debtor Relief Law or that is liquidating, dissolving or winding up its affairs;

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

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

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

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

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(o) such Receivable is capable of being secured in favor of the Administrative Agent and is subject to a first priority perfected Lien in favor of the Administrative Agent;

(p) such Receivable has not been pledged to the lenders or any other credit providers under, and is not included in the calculation of availability under, any other receivables facility, whether or not a Permitted Receivables Financing;

(q) such Receivable is not due to a Loan Party from VISA, Mastercard, American Express, Diners Club, Carte Blanche and DiscoverCard (or any other credit card processor); and

(r) such Receivable is not subject to any Lien other than Liens permitted by Section 6.02 and such Liens do not have priority over the Lien of the Administrative Agent and are junior to the Lien of the Administrative Agent (other than inchoate or other Liens (including tax Liens) arising by operation of law so long as the Administrative Agent has established a Reserve in respect thereof in its Permitted Discretion).

With respect to any Receivables that were acquired or originated by any Person acquired by the Borrower after the Effective Date, the Administrative Agent shall use commercially reasonable efforts, at the expense of the Loan Parties, to complete diligence in respect of such Person and such Receivables, within a reasonable time following request of the Borrower. Notwithstanding anything in this Agreement to the contrary, warehouse acceptance deferrals, re-bills, unapplied cash and customer deposits, in each case, of any Loan Party will be calculated and reflected in the Borrowing Base as of the end the last fiscal month of each fiscal quarter of the Borrower and, with respect to each fiscal month thereafter until the next such quarterly calculation, the Borrowing Base shall be updated to reflect an equivalent percentage of the aggregate Value of Receivables for each such item for such fiscal month based on the aggregate Value of Receivables reflected in the calculation for such prior fiscal quarter end.

“ 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, codes, ordinances and judgments and other applicable Requirements of Law, and all applicable injunctions or 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 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.

“ 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 or relating to the Borrower 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 contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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

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“ 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 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 Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 or Section 430 of the Code or Section 302 of ERISA) applicable to such 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 determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the incurrence by a Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by a Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the incurrence by a Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan (including any liability under Section 4062(e) of ERISA) or Multiemployer Plan; or (h) the receipt by a Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA.

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

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

“ Eurocurrency ” 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 LIBO Rate.

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

“ Excess Availability ” means, at any time, an amount equal to (a) the Maximum Borrowing Amount of the Facility at such time, minus (b) the aggregate Revolving Exposures under the Facility (including the LC Exposure) of all Revolving Lenders under the Facility at such time.

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

“ Exchange Rate ” means for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

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“ Excluded Account ” has the meaning given such term in Section 5.17(d).

“ Excluded Assets ” means (a) any fee-owned real property, (b) all leasehold interests in real property, (c) 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 or similar applicable law of any applicable jurisdiction), (d) any asset if, to the extent that and for so long as the grant of a Lien thereon to secure the Secured Obligations is prohibited by any Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law) or would require consent or approval of any Governmental Authority, (e) margin stock and, to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto under (other than any Loan Party) the terms of any applicable Organizational Documents, joint venture agreement or shareholders’ agreement, Equity Interests in any Person other than wholly-owned Restricted Subsidiaries, (f) assets to the extent a security interest in such assets would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower in consultation with the Administrative Agent, (g) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (h) any lease, license or other agreement or any property subject thereto (including pursuant to a purchase money security interest or similar arrangement) to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money 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 or similar applicable law of any applicable jurisdiction, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or similar applicable law of any applicable jurisdiction notwithstanding such prohibition, (i) solely with respect to Security Documents, in excess of 65% of the voting Equity Interests of (A) any Foreign Subsidiary or (B) any FSHCO, (j) receivables, and related assets (or interests therein) (A) sold to any Receivables Subsidiary or (B) otherwise pledged, factored, transferred or sold in connection with any Permitted Receivables Financing, (k) commercial tort claims and letter-of-credit rights, in each case with a value of less than $5,000,000 (except to the extent a security interest therein can be perfected by a UCC or similar filing in the applicable jurisdiction), (l) Vehicles and other assets subject to certificates of title, (m) any aircraft, airframes, aircraft engines or helicopters, or any Equipment or other assets constituting a part thereof and (n) any and all assets and personal property owned by any Subsidiary that is not a Loan Party.

“ Excluded Subsidiary ” means (a) any Subsidiary that is not a wholly-owned subsidiary of the Borrower, (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 in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition), in each case from guaranteeing the Secured Obligations (but only for so long as such restriction is continuing) or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee under the Guarantee Agreement, or for which the provision of a Guarantee under the Guarantee Agreement would result in a material adverse tax consequence (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to the Borrower or one of its subsidiaries (as reasonably determined by the Borrower in consultation with the Administrative Agent), (f) any Foreign Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of the Borrower

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that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, (h) any FSHCO, (i) 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,” (j) each Receivables Subsidiary and (k) any not-for-profit Subsidiaries, captive insurance companies or other special purpose subsidiaries designated by the Borrower 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 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.

“ 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 that jurisdiction or, in the case of any Lender, having its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) any jurisdiction as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than a connection arising solely from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned of 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 2.15(e) or Agent’s failure to comply with Section 2.15(f), (c) except in the case of an assignee pursuant to a request by the Borrower under Section 2.17, 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 2.15(a)and (d) any U.S. federal withholding Tax imposed pursuant to FATCA.

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

“ Facility ” means, collectively, the Commitment and the extensions of credit made thereunder.

“ 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.

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“ Fair Value ” means the amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

“ 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), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation or official agreement implementing an official governmental agreement or intergovernmental agreement with respect to the foregoing.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“ Federal Funds Effective Rate ” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).

“ FILO Tranche ” has the meaning assigned to such term in Section 2.18(d).

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

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

“ First Lien Leverage Ratio ” means, on any date, the ratio of (a) Consolidated First Lien Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date.

“ Fixed Amounts ” has the meaning specified in Section 1.08(f).

“ Fixed Charge Coverage Ratio ” means the ratio of (a) (1) Consolidated EBITDA minus (2) taxes based on income, profits or capital, including federal, foreign, state, franchise, excise and similar taxes (including in respect of repatriated funds), net of cash refunds received, of the Borrower and its Restricted Subsidiaries paid in cash during such Test Period minus (3) Capital Expenditures paid in cash during the applicable Test Period (other than Financed Capital Expenditures) to (b) (1) Consolidated Interest Expense plus (2) the aggregate amount of scheduled principal payments in respect of long term Consolidated Total Debt of the Borrower and its Restricted Subsidiaries made during such period (other than payments made by the Borrower or any Restricted Subsidiary to the Borrower or a Restricted Subsidiary), all calculated for such period for the Borrower and its Restricted Subsidiaries on a consolidated basis plus (3) the amount of distributions made pursuant to Section 6.08(a)(xiv) paid in cash during the applicable Test Period.

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“ Foreign Subsidiary ” means any Subsidiary that is not incorporated or organized under the laws of a State within the United States of America or the District of Columbia.

“ FSHCO ” means any direct or indirect Domestic Subsidiary of the Borrower that has no material assets other than Equity Interests in one or more direct or indirect Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code.

“ Fund ” means 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.

“ 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 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. 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 the Borrower 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 and any other nation or any political subdivision thereof, whether state, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (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(e).

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

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the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantee Agreement ” means that certain Guarantee Agreement, entered into by each Loan Party, substantially in the form of Exhibit C hereto.

“ Guarantors ” means (i) each Loan Party other than the Borrower and (ii) with respect to the Secured Obligations of any Loan Party (other than the Borrower), the Borrower.

“ 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 import, pursuant to any Environmental Law.

“ Hedge Termination Value ” means, in respect of any one or more Secured Swap Obligations, after taking into account the effect of any legally enforceable netting agreement relating to such Secured Swap Obligations, (a) for any date on or after the date such Secured Swap Obligations have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) or maximum peak exposure value for such Secured Swap Obligations, as determined based upon customary industry practices.

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

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

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

“ Impacted Loans ” has the meaning assigned to such term in Section 2.12(a)(ii).

“ Implementation Date ” means the earlier to occur of (a) the first date on which each of the policies and procedures designed to promote compliance by the Borrower and its Restricted Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and AML Legislation referenced in Section 3.18(e) have been implemented (as determined by the Borrower in its reasonable discretion) and (b) the date that is 120 days following the Closing Date (or such later date as the Administrative Agent reasonably agrees to in writing).

“ Incremental Commitment ” has the meaning assigned to such term in Section 2.18(a).

“ Incremental Facility Amendment ” has the meaning assigned to such term in Section 2.18(b)(ii).

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“ Incurrence-Based Amounts ” has the meaning specified in Section 1.08(f)

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred and unpaid purchase price of property or services (excluding trade accounts payable in the ordinary course of business and any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid within 60 days after being due and payable), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others (other than by endorsement of negotiable instruments for collection in the ordinary course of business), (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) deferred or prepaid revenue, (ii) 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, (iii) any obligations attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, (iv) Indebtedness of any Parent Entity appearing on the balance sheet of the Borrower solely by reason of push down accounting under GAAP, (v) accrued expenses and royalties and (vi) asset retirement obligations and obligations in respect of reclamation and workers’ compensation (including pensions and retiree medical care) that are not overdue by more than 60 days. 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 the Borrower 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.

“ Indemnified Taxes ” means all Taxes, other than Excluded 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.

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

“ Individual LC Sublimit ” has the meaning assigned to such term in the definition of “LC Sublimit”.

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

“ Information Certificate ” means an information certificate in a form reasonably satisfactory to the Administrative Agent delivered to the Administrative Agent on or prior to the Effective Date.

“ Insignificant Subsidiary ” means any subsidiary of the Borrower other than any such subsidiary that is a “significant subsidiary” of the Borrower within the meaning of Rule 405 of the Securities Act of 1933, as amended, in each case determined as of the date of the most recent financial statements of the Borrower delivered pursuant to Section 4.01(h).

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“ Intellectual Property ” has the meaning assigned to such term in the applicable Security Documents.

“ Interest Coverage Ratio ” means, as of any date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case for the Test Period as of such date.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

“ Interest Payment Date ” means, subject to Section 2.10(c), (a) with respect to any ABR Loan, the first day of each calendar month of January, April, July and October and the Maturity Date 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 the Maturity Date and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three calendar months’ duration, each day immediately following the last day of such Interest Period that occurs at intervals of three calendar 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 calendar months thereafter (or, in the case of Eurocurrency Borrowings only, if agreed to by each Lender participating therein, twelve calendar months or such other period of less than one month as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) that in the event the Borrower elects an Interest Period of less than one month the interest rate in respect of the applicable Eurocurrency Borrowing shall be determined through the use of straight-line interpolation by reference to two such rates, one of which shall be determined as if the length of the period of such deposits were the period of time for which the rate for such deposits are available is the period next shorter than the length of such Interest Period and the other of which shall be determined as if the period of time for which the rate for such deposits are available is the period next longer than the length 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.

“ 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 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 the Borrower and the Restricted Subsidiaries, 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

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thereof outstanding on such date, minus any cash payments actually received by the applicable 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 Equity Amount), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (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 the applicable 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 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 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 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.

“ Investor ” means a holder of Equity Interests in the Borrower (or any direct or indirect parent thereof) on the Effective Date.

“ IPO ” means the initial underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) of common Equity Interests in the Borrower.

“ IPO Separation Agreements ” means (a) that certain master procurement agreement, dated as of May 31, 2019, among the Borrower and the China Joint Business Arrangement between PetSmart International Holdings I LLC and PetSmart International Holdings II LLC, (b) that certain master transaction agreement, dated as of June 1, 2019, among the Borrower and PetSmart, Inc., (c) that certain tax matters agreement, dated as of June 13, 2019, among the Borrower, PetSmart, Inc. and Argos Intermediate Holdco I Inc., (d) that certain master purchase agreement, dated as of February 7, 2019 (as amended by that certain amendment to master purchase agreement, effective as of May 15, 2019) among the Borrower and PetSmart Home Office, Inc., (e) that certain intercompany services agreement, dated as of July 2, 2018, among the Borrower and Chewy Pharmacy KY, LLC, (f) that certain investor rights agreement, dated as of June 13, 2019, among Chewy, Inc. and the other signatories thereto, (g) that certain stockholders agreement of Chewy Inc., dated as of April 17, 2019.

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“ ISP ” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any version or revision thereof accepted by any Issuing Bank for use.

“ Issuer Document ” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and relating to such Letter of Credit.

“ Issuing Bank ” means each of Wells Fargo, JPMorgan Chase Bank, N.A. and any other Revolving Lender which after notice to the Administrative Agent agrees to become an Issuing Bank and, solely with respect to any Existing Letter of Credit (and any amendment, renewal or extension thereof in accordance with this Agreement), the Lender or Affiliate of a Lender that issued such Existing Letter of Credit. Each 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.

“ Joint Bookrunners ” means Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A.

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

“ Junior Financing ” means any Indebtedness (other than any permitted intercompany Indebtedness owing to the Borrower or any Restricted Subsidiary) that is Subordinated Indebtedness.

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

“ LC Collateral Account ” has the meaning assigned to such term in Section 2.24(i).

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

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

“ LC Sublimit ” means an amount equal to the lesser of (a) $50,000,000 and (b) the Total Revolving Commitments; provided that, with respect to each Person acting as an Issuing Bank as of the Effective Date, there shall be an individual LC Sublimit (the “ Individual LC Sublimit ”) equal to the greater of (x) $25,000,000 and (y) the face amount of all Existing Letters of Credit (including extensions and renewals thereof but without giving effect to any increase in the face amount thereof) issued by such Issuing Bank (if any). The LC Sublimit is part of, and not in addition to, the Revolving Commitments.

“ LCA Election ” has the meaning assigned to such term in Section 1.08. “ LCA Test Date ” has the meaning assigned to such term in Section 1.08.

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“ Lead Arrangers ” means Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A.

“ Lenders ” means, individually and collectively as the context may require, the Revolving Lenders. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders and the Issuing Banks.

“ Letter of Credit ” means any letter of credit or bank guarantee issued pursuant to this Agreement other than any such letter of credit or bank guarantee that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05. Letters of Credit under the Facility may be issued in any Permitted Currency under the Facility.

“ Liabilities ” means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the Effective Date after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

“ LIBO Rate ” means, for any Interest Period with respect to a Eurocurrency Borrowing, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by ICE Benchmark Administration Limited (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the Eurocurrency Borrowing requested (whether as an initial Eurocurrency Borrowing or as a continuation of a Eurocurrency Borrowing or as a conversion of an ABR Borrowing to a Eurocurrency Borrowing) by the Borrower.

Notwithstanding any provision to the contrary in this Agreement, if at any time the rate determined pursuant to this definition is less than zero, then such rate shall be deemed to be zero. Each determination of the LIBO Rate shall be made by the Administrative Agent and shall be presumed to be correct in the absence of objective evidence to the contrary.

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

“ Limited Condition Acquisition ” shall mean any Acquisition Transaction the consummation of which 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, examination 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 and (ii) all other monetary obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents, including obligations to pay LC Disbursements, fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or

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otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership, arrangement, administration, examination or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual payment and performance of all other obligations of the Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including interest and monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership, arrangement, administration, examination or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“ Loan Documents ” means this Agreement, any Incremental Facility Amendment, any Loan Modification Agreement, the Guarantee Agreement the Security Documents, the ABL Intercreditor Agreement (if executed) and, except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.07(g).

“ 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 2.22.

“ Loan Modification Offer ” has the meaning specified in Section 2.22(a).

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

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

“ Local Time ” means local time in New York, New York, with respect to the times for the receipt and sending of notices by and to, and the disbursement by or payment to, the Administrative Agent, any Lender or any Issuing Bank, (b) local time in London, England, with respect to the times for the determination of “LIBO Rate”; (c) local time at the place of determination, if such local time as of such place for determination is specified herein; and (d) in all other circumstances, New York, New York time.

“ Management Investors ” means the directors and officers and employees of the Borrower and/or any of its subsidiaries who are (directly or indirectly through one or more investment vehicles) Investors.

“ Master Agreement ” has the meaning assigned to such term in the definition of “Swap Agreement.”

“ Material Adverse Effect ” means any event, circumstance or condition that has had, or could reasonably be expected to have, a materially adverse effect on (a) the business or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.

“ Material Indebtedness ” means Indebtedness (other than the Loan Document Obligations), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $33,000,000; provided that in no event shall any Permitted Receivables Financing be considered Material Indebtedness for any purpose. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

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“ Material Subsidiary ” means (a) each wholly-owned Restricted Subsidiary that, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available, had revenues or total assets for such quarter in excess of 2.5% of the consolidated revenues or total assets, as applicable, of the Borrower for such quarter or that is designated by the Borrower as a Material Subsidiary and (b) any group comprising wholly-owned Restricted Subsidiaries that each would not have been a Material Subsidiary under clause (a) but that, taken together, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available, had revenues or total assets for such quarter in excess of 10.0% of the consolidated revenues or total assets, as applicable, of the Borrower for such quarter; provided that solely for purposes of Section 7.01(h) and 7.01(i) each such Restricted Subsidiary forming part of such group is subject to an Event of Default under one or more of such Sections.

“ Maturity Date ” means (a) with respect to the initial Commitments hereunder, the date that is five years after the Effective Date and (b) with respect to any Incremental Commitments, the final maturity date as specified in the applicable Incremental Facility Amendment; provided , in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.

“ Maximum Borrowing Amount ” means the lesser of (a) the aggregate Revolving Commitments at such time and (b) the Borrowing Base, in each case as determined for the Facility at any time.

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

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

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

“ Net Proceeds ” means, with respect to any event, (a) the proceeds received in respect of such event in cash or Permitted Investments, including (i) any cash or Permitted Investments received in respect of any non-cash proceeds, including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out (but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds that are actually received, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments that are actually received, minus (b) the sum of (i) all fees and out-of-pocket expenses paid by the Borrower and the Restricted Subsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case of a Disposition of an asset (including pursuant to a Sale Leaseback or Casualty Event or similar proceeding), (x) the amount of all payments that are permitted hereunder and are made by the Borrower and the Restricted Subsidiaries as a result of such event to repay Indebtedness (other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (y) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (y)) attributable to minority interests and not available for distribution to or for the account of the Borrower and the

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Restricted Subsidiaries as a result thereof and (z) the amount of any liabilities directly associated with such asset and retained by the Borrower or the Restricted Subsidiaries and (iii) the amount of all Taxes paid (or reasonably estimated to be payable), and the amount of any reserves established by the Borrower and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are directly attributable to such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of Net Proceeds in the amount of such reduction.

“ New Project ” shall mean (a) each facility or store which is either a new facility, store, branch or office or an expansion, relocation, remodeling or substantial modernization of an existing facility, store, branch or office owned by the Borrower or its Subsidiaries which in fact commences operations and (b) each creation (in one or a series of related transactions) of a business unit to the extent such business unit commences operations or each expansion (in one or a series of related transactions) of business into a new market.

“ Non-Accepting Lender ” has the meaning assigned to such term in Section 2.22(c).

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

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

“ Not Otherwise Applied ” means the Available Equity Amount that was not previously applied pursuant to Section 6.04(o) or 6.08(b)(iv).

“ Noticed Cash Management Obligations ” means any Secured Cash Management Obligations with respect to which the Borrower and the Secured Party with respect thereto have notified the Administrative Agent of the intent to include such Secured Cash Management Obligations as Noticed Cash Management Obligations hereunder (so long as such designation, and the resulting Secured Cash Management Reserves at the time of designation, would not result in an Overadvance) and with respect to which a Secured Cash Management Reserve has subsequently been established in the amount set forth in such notice; provided that such designation shall be made within ten (10) Business Days of (i) the Effective Date if such Cash Management Services are in place on the Effective Date or (ii) the date such Cash Management Services are commenced if not in place on the Effective Date.

“ Noticed Hedge ” means any Secured Swap Obligations arising under a Swap Agreement with respect to which the Borrower and the Secured Party thereof have notified the Administrative Agent of the intent to include such Secured Swap Obligations as a Noticed Hedge hereunder (so long as such designation, and the resulting Secured Hedge Reserves at the time of designation, would not result in an Overadvance) and with respect to which a Secured Hedge Reserve has subsequently been established in the amount set forth in such notice; provided that such designation shall be made within ten (10) Business Days of (i) the Effective Date if such Swap Agreement is in place on the Effective Date or (ii) the date such Swap Agreement is entered into if such Swap Agreement is not in place on the Effective Date.

“ OFAC ” has the meaning assigned to such term in Section 3.18.

“ Organizational Documents ” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents

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with respect to any non-U.S. jurisdiction); and (c) with respect to any unlimited liability company, partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation, organization or incorporation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation, organization or incorporation (as applicable) with the applicable Governmental Authority in the jurisdiction of its formation, organization or incorporation (as applicable) and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Taxes ” means all present or future recording, stamp, court or documentary, intangible, filing or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment.

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

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

“ Overadvance Loan ” means an Alternate Base Rate Revolving Loan made at a time an Overadvance Condition exists or which results in an Overadvance Condition.

“ Parent Entity ” means any Person that is a direct or indirect parent of the Borrower.

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

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

“ Payment Account ” has the meaning assigned to such term in Section 5.17(c).

“ Payment Conditions ” means the following: (a) Pro Forma Compliance for the most recently ended Test Period with a Fixed Charge Coverage Ratio of 1.0:1.0 and (b) the Borrower shall have pro forma Specified Excess Availability giving effect to such transaction as of the date of such transaction (and would have had pro forma Specified Excess Availability giving effect to such transaction for each day in the period of 30 days immediately preceding such action) in excess of the greater of 12.5% (or 15% in the case of Liens permitted by Section 6.02(xxv) and Restricted Payments permitted by Section 6.08(a)(xiv)) of the Total Maximum Borrowing Amount and $37,500,000 (or $45,000,000 in the case of Liens permitted by Section 6.02(xxv) and Restricted Payments permitted by Section 6.08(a)(xiv)); provided that the condition set forth in clause (a) shall not be applicable if the Borrower have pro forma Specified Excess Availability giving effect to such transaction as of the date of such transaction (and would have had pro forma Specified Excess Availability giving effect to such transaction for each day in the period of 30 days immediately preceding such action) in excess of the greater of 17.5% of the Total Maximum Borrowing Amount (or 20% in the case of Liens permitted by Section 6.02(xxv) and Restricted Payments permitted by Section 6.08(a)(xiv)) and $52,500,000 (or $60,000,000 in the case of Liens permitted by Section 6.02(xxv) and Restricted Payments permitted by Section 6.08(a)(xiv)).

“ Payment Intangible ” has the meaning assigned to such term in the UCC.

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

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“ Permitted Acquisition ” means an Acquisition Transaction; provided that (a) in the case of any purchase or other acquisition of Equity Interests in a Person, (i) such Person, upon the consummation of such purchase or acquisition, will be a Subsidiary (including as a result of a merger, amalgamation or consolidation between any Subsidiary and such Person), or (ii) such Person is merged into or consolidated or, amalgamated with a Subsidiary and such Subsidiary is the surviving or continuing entity of such merger, amalgamation or consolidation, (b) the business of such Person, or such assets, as the case may be, constitute a business permitted by Section 5.15, (c) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the requirements set forth in clauses (a), (b), (c) and (d) of the definition of the term “Collateral and Guarantee Requirement” to the extent applicable shall have been taken (or arrangements for the taking of such actions after the consummation of the Permitted Acquisition shall have been made that are reasonably satisfactory to the Administrative Agent) (unless such newly created or acquired Subsidiary is designated as an Unrestricted Subsidiary pursuant to Section 5.14 or is otherwise an Excluded Subsidiary) and (d) after giving effect to any such purchase or other acquisition, (i) no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing and (ii) if such Person is an Unrestricted Subsidiary or such assets are owned by an Unrestricted Subsidiary, the applicable Payment Conditions are satisfied.

“ Permitted Amendment ” means an amendment to this Agreement and, if applicable the other Loan Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.22, providing for an extension of a maturity date applicable to all or any portion of the Loans and/or Commitments of the Accepting Lenders and, in connection therewith, (a) a change in the Applicable Rate with respect to the Loans and/or Commitments of the Accepting Lenders and/or (b) a change in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders and/or (c) additional covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such Loan Modification Offer (it being understood that to the extent that any additional financial maintenance covenant is added for the benefit of any such Loans and/or Commitments, no consent shall be required by the Administrative Agent or any of the Lenders if such additional financial maintenance covenant is either (i) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Loans and/or Commitments or (ii) only applicable after the Latest Maturity Date at the time of such Loan Modification Offer); provided that (A) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Loans made pursuant to the amended Commitments shall be made on a pro rata basis with any borrowings and repayments of any Loans and Commitments of the Class that is being amended and that remain outstanding after such amendment and (B) assignments and participations of the amended Commitments shall be governed by the assignment and participation provisions set forth in Section 9.04.

“ Permitted Cure Securities ” means any Equity Interest of the Borrower other than any Disqualified Equity Interests; provided that any such Equity Interests issued for purposes of exercising a Cure Right pursuant to Section 7.03 that are not common Equity Interests shall be on terms and conditions reasonably acceptable to the Administrative Agent.

“ Permitted Currency ” means each currency in which a Borrowing may be made under the Facility as well as Euros, Sterling, Swiss Francs, Canadian Dollars, Japanese Yen and Chinese Yuan.

“ Permitted Discretion ” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. Any Reserve established or modified by the Administrative Agent shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such reserve, as reasonably determined, without duplication, by the Administrative Agent in good faith; provided that circumstances, conditions, events or contingencies known to the Administrative Agent as of the Effective Date shall not be the basis for any such establishment or modification after the Effective Date; provided , further , that notwithstanding the foregoing, solely with respect to Bank Product Reserves, “Permitted Discretion” as used herein shall mean the sole discretion of the Administrative Agent.

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“ Permitted Encumbrances ” means:

(a) Liens for taxes or other governmental charges that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained in accordance with GAAP, in each case so long as such Liens do not individually or in the aggregate have a Material Adverse Effect;

(b) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or construction contractors’ Liens and other similar Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than 30 days or, if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, in each case so long as such Liens do not individually or in the aggregate have a Material Adverse Effect;

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

(d) Liens incurred or deposits made to secure the performance of bids, trade contracts, governmental contracts and leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities and other obligations of a like nature (including those to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, incurred in the ordinary course of business or consistent with past practices;

(e) easements, rights-of-way, restrictions, encroachments, protrusions, municipal by-laws and regulations and other similar encumbrances and minor title defects affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole;

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

(g) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any of its Subsidiaries or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements relating to letters of credit, bank guarantees and other similar instruments, provided that such Lien secures only the obligations of the Borrower or such subsidiaries in respect of such letter of credit to the extent such obligations are permitted by Section 6.01;

(h) rights of set-off, banker’s lien, netting agreements and other Liens (i) arising by operation of law or by of the terms of documents of banks or other financial institutions in relation to the maintenance of administration of deposit accounts, securities accounts, cash management arrangements or (ii) in connection with the issuance of letters of credit, bank guarantees or other similar instruments;

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

(j) [reserved];

(k) Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or ownership of the assets of the Person; provided that such Liens do not materially interfere with the ordinary conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole;

(l) servicing agreements, development agreements, site plan agreements, subdivision agreements and other agreements with Governmental Authorities pertaining to the use or development of any of the assets of the Person, provided that the same do not materially interfere with the ordinary conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole; and

(m) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, license, franchise, grant or permit of the Person, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof.

“ Permitted Holder ” means (a) any one or more of the Sponsors; (b) Argos Holdings L.P. and its Affiliates (including, without limitation, Buddy Holdings Corp, PetSmart, Inc., PetSmart Buddy Holdings Corp. and Buddy Chester Sub Corp.); (c) the Management Investors and their Immediate Family Members and (d) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the date hereof) of which the Persons described in clauses (a), (b) and/or (c) are members; provided that the Persons described in clause (a), (b) and/or (c) beneficially own a majority of the Equity Interests beneficially owned by such group.

“ Permitted Inventory Locations ” means each location listed on Schedules 6(a), 6(b) and 6(c) of the Information Certificate delivered to the Administrative Agent prior to the Effective Date, and from time to time each other location within the United States which the Borrower has notified the Administrative Agent is a location at which Inventory of a Loan Party is maintained.

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

(a) Dollars, Euros, Sterling, Australian Dollars, Canadian Dollars, Chinese Yuan or 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 calendar 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;

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(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 calendar months from the date of acquisition thereof;

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

(h) investments with average maturities of 12 calendar 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;

(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;

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(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 calendar months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; and

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

“ Permitted Receivables Financing ” means, collectively, any, receivables securitizations or other receivables financings (including any factoring programs in an aggregate amount not to exceed the greater of $50,000,000 and 32% of Consolidated EBITDA for the last Test Period (measured at each time any such financing is entered into) and that are non-recourse to the Borrower and the Restricted Subsidiaries (except for (x) any customary limited recourse or recourse limited Subsidiaries that are not Loan Parties, (y) any performance undertaking or Guarantee and (z) an unsecured parent Guarantee (a “ Receivables Guarantee ”) by the Borrower or a Restricted Subsidiary and a parent company of a Restricted Subsidiary of obligations of Restricted Subsidiaries, and, in each case, reasonable extensions thereof); provided that with respect to Permitted Receivables Financings incurred in the form of a factoring program, the outstanding amount of such Permitted Receivables Financing for the purposes of this definition shall be deemed to be equal to the Permitted Receivables Net Investment for the last Test Period.

“ Permitted Receivables Net Investment ” means the aggregate cash amount paid by the purchasers under any Permitted Receivables Financing in the form of a factoring program in connection with their purchase of accounts receivable and customary related assets or interests therein, as the same may be reduced from time to time by collections with respect to such accounts receivable and related assets or otherwise in accordance with the terms of such Permitted Receivables Financing (but excluding any such collections used to make payments of commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing in the form of a factoring program which are payable to any Person other than the Borrower or a Restricted Subsidiary).

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment being refinanced was permitted to be drawn under Sections 6.01 and 6.02 of this Agreement immediately prior to such refinancing (other than by reference to a Permitted Refinancing) and such drawing shall be deemed to have been made, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(a)(v), Indebtedness resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Loan Document Obligations,

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Indebtedness resulting from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, (e) if the Indebtedness being modified, refinanced, refunded, renewed or extended is permitted pursuant to Section 6.01(a)(ii) or Section (a)(xxiii), the primary obligor in respect of, and/or the Persons (if any) that Guarantee, the Indebtedness resulting from such modification, refinancing, refunding, renewal or extension are the primary obligor in respect of, and/or Persons (if any) that Guaranteed the Indebtedness being modified, refinanced, refunded, renewed or extended and (f) the other terms and conditions of such Indebtedness shall be as agreed between the Borrower and the parties providing any such Indebtedness. For the avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of an issuance of Indebtedness in excess of the amount of such Permitted Refinancing; provided that such excess amount is otherwise permitted to be incurred under Section 6.01. For the avoidance of doubt, it is understood and agreed that a Permitted Refinancing includes successive Permitted Refinancings of the same Indebtedness.

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

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

“ Platform ” has the meaning specified in Section 5.01.

“ Portal ” has the meaning specified in Section  2.03 .

“ Post-Transaction Period ” means, with respect to any Specified Transaction, the period beginning on the date on which such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter of the Borrower immediately following the date on which such Specified Transaction is consummated.

“ Present Fair Saleable Value ” means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Borrower and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

“ Pro Forma Adjustment ” means, for any Test Period, any adjustment to Consolidated EBITDA made in accordance with clause (b) of the definition of that term.

“ Pro Forma Basis ,” “ Pro Forma Compliance ” and “ Pro Forma Effect ” means, with respect to compliance with any test, financial ratio or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma Basis, that (a) to the extent applicable, the Pro Forma Adjustment shall have been made and (b) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement in such test, financial ratio or covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests in any subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or

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any of the Restricted Subsidiaries, shall be excluded, and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any such test, financial ratio or covenant solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” (and subject to the limitations set forth in clause (b) thereof) and give effect to events (including cost savings, operating expense reductions and synergies) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and any of the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment.”

“ Pro Forma Disposal Adjustment ” means, for any four-fiscal quarter period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent four-fiscal quarter period prior to its disposal.

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

“ Pro Rata Share ” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Loans, of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments and, if applicable and without duplication, Loans at such time (if the applicable Commitments have terminated or expired, the Pro Rata Share shall be determined based upon such Lender’s share of the aggregate Revolving Exposure at that time).

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

“ Protective Advance ” has the meaning assigned to such term in Section 2.08(a).

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

“ Public Lenders ” has the meaning specified in Section 5.01.

“ QFC Credit Support ” has the meaning specified in Section 9.21.

“ Qualified Accounts ” means all Bank Accounts of Loan Parties that are either (i) in the name of the Administrative Agent or (ii) subject to a segregated account Control Agreement in favor of the Administrative Agent; provided that the applicable depositary (if not the Administrative Agent) shall provide daily reports to the Administrative Agent setting forth the balances in such accounts (which reports may relate to the previous Business Day); provided further that, in each case, such Qualified Account is not subject to any other Lien other than Liens permitted by Section 6.02, and such Liens do

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not have priority over, and are junior to, the Lien of the Administrative Agent (other than (i) inchoate or other Liens (including tax Liens) arising by operation of law or (ii) Permitted Encumbrances under clause (h)(i) of the definition thereof). To the extent any cash or cash equivalents have been withdrawn from any Qualified Account, then, prior to or concurrently with either (A) a Borrowing hereunder or (B) the consummation of a transaction hereunder which requires satisfaction of the Payment Conditions, in each case subsequent to such withdrawal, then either (1) the Borrower shall deliver an updated Borrowing Base Certificate (which updated Borrowing Base Certificate shall be updated only for the withdrawal of such cash or cash equivalents and which shall supersede any previously delivered Borrowing Base Certificate for the applicable period) within one (1) Business Day or (2) the Borrower may notify the Administrative Agent of such withdrawal and in lieu of delivering the updated Borrowing Base Certificate referred to in the foregoing clause (1), the Administrative Agent shall take a Reserve in the amount of such withdrawal under the Borrowing Base; provided that such Reserve shall no longer be in effect upon the delivery of an updated Borrowing Base Certificate reflecting such withdrawal.

“ Qualified Cash ” means, at any time, the amount of unrestricted cash and Permitted Investments of the relevant Loan Parties held in Qualified Accounts as such time.

“ Qualified Equity Interests ” means Equity Interests in the Borrower or any parent of the Borrower other than Disqualified Equity Interests.

“ Receivables ” means (i) Accounts and (ii) Payment Intangibles evidencing rights to payment for goods sold or leased, or for services rendered.

“ Receivables Guarantee ” has the meaning assigned to such term in the definition of “Permitted Receivables Financing”.

“ Receivables Subsidiary ” means any Special Purpose Entity established in connection with a Permitted Receivables Financing.

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

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

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

“ Removal Effective Date ” has the meaning assigned to such term in Article VIII.

“ Rent Reserve ” means an amount equal to no more than three calendar months of the aggregate rent payable by the Loan Parties on all leased properties in respect of which Collateral Access Agreements are not in effect. Notwithstanding anything in this Agreement to the contrary, Rent Reserves will be calculated by the Administrative Agent on a semi-annual basis.

“ Replacement Lender ” has the meaning assigned to such term in Section 2.22(c).

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“ Required Additional Debt Terms ” means with respect to any Indebtedness, (a) such Indebtedness does not mature earlier than the Latest Maturity Date (except in the case of customary bridge loans, which subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent refinancing which does not mature earlier than the Latest Maturity Date), (b) such Indebtedness does not have mandatory redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of control offers or events of default or, if term loans, excess cash flow prepayments applicable to periods before the Latest Maturity Date) that could result in redemptions of such Indebtedness prior to the Latest Maturity Date, (c) such Indebtedness is not guaranteed by any entity that is not a Loan Party, (d) such Indebtedness that is secured (i) is not secured by any assets not securing the Secured Obligations, (ii) is subject to the ABL Intercreditor Agreement or another intercreditor agreement reasonably acceptable to the Administrative Agent and (iii) is subject to security agreements relating to such Indebtedness that are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (e) the other terms and conditions of such Indebtedness shall be as agreed between the Borrower and the parties providing any such Indebtedness.

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

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

“ Required Reserve Notice ” means (a) so long as no Event of Default has occurred and is continuing, at least five Business Days’ advance notice to the Borrower (or such shorter period as the Borrower may agree), and (b) if an Event of Default has occurred and is continuing, one days’ advance notice to the Borrower; provided that, solely for purposes of any determination under Section 4.02(d), a Required Reserve Notice with respect to any Bank Product Reserves shall be effective immediately and shall not require any advance notice.

“ Reserves ” means all Availability Reserves, Dilution Reserves, Rent Reserves, Royalty Reserves, Bank Product Reserves, Secured Cash Management Reserves, Secured Hedge Reserves, Shrink Reserves and any and all other reserves which the Administrative Agent deems necessary in its Permitted Discretion. Notwithstanding anything in this Agreement to the contrary, Reserves in respect of employee liabilities and employee withholdings will be determined based on information contained in the most recent field examination (or, in the Permitted Discretion of the Administrative Agent, based on updated information provided to the Administrative Agent by the Borrower).

“ Resignation Effective Date ” has the meaning assigned to such term in Article VIII.

“ Responsible Officer ” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer, or other similar officer, manager or a director of a Loan Party (including, with respect to the Portal, any person authorized and authenticated through the Portal in accordance with the Administrative Agent’s procedures for such authentication) and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole member, managing member or general partner thereof, and as to any document delivered on the Effective Date or

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

“ Restricted Debt Payments ” has the meaning specified in Section 6.08(b).

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

“ Restricted Subsidiary ” means any Subsidiary other than an Unrestricted Subsidiary.

“ Revolving Borrowing ” means a request for Revolving Loans.

“ Revolving Commitment ” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to acquire participations in Protective Advances, Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Revolving Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04, (c) reduced or increased from time to time pursuant to Section 2.25 and (d) increased from time to time pursuant to Section 2.18. The initial amount of each Revolving Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Revolving Lenders’ Revolving Commitments is $300,000,000.

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

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

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

“ Royalties ” means all royalties, fees, expense reimbursement and other amounts payable by any Loan Party under a license of Intellectual Property.

“ Royalty Reserve ” means an amount equal to all accrued Royalties that are then unpaid, whether or not then due and payable by any Loan Party.

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

“ Sale Leaseback ” means any transaction or series of related transactions pursuant to which the Borrower or any other Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of.

“ Sanctions ” means economic sanctions administered or enforced by the United States Government (including without limitation, sanctions enforced by OFAC), the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom, or any other Governmental Authority with jurisdiction over any Loan Party, any of their respective Subsidiaries or any party hereto.

“ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case of clauses (a) through (d) that is a target of any comprehensive country Sanctions program administered and enforced by OFAC.

“ Sanctioned Person ” means (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any applicable other Sanctions-related list maintained by any applicable Governmental Authority, (b) a Person or legal entity that is the subject of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity to the extent it would be prohibited by Sanctions, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above.

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

“ Secured Bank Product Obligations ” means the due and punctual payment and performance of all Bank Product Obligations of the Borrower and the Restricted Subsidiaries in respect of any purchase card programs provided to the Borrower or any Subsidiary (whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) that are (a) owed to the Administrative Agent or any of its Affiliates or branches, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate or branch of a Lender as of the Effective Date or (c) owed to a Person that is an Agent, a Lender or an Affiliate or branch of an Agent or Lender at the time such obligations are incurred.

“ Secured Cash Management Obligations ” means the due and punctual payment and performance of all obligations of the Borrower and the Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds (collectively, “ Cash Management Services ”) provided to the Borrower or any Subsidiary (whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) that are (a) owed to the Administrative Agent or any of its Affiliates or branches, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate or branch of a Lender as of the Effective Date or (c) owed to a Person that is an Agent, a Lender or an Affiliate or branch of an Agent or Lender at the time such obligations are incurred.

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“ Secured Cash Management Reserves ” means Secured Obligations in respect of any Secured Cash Management Obligation in the amount specified by the applicable Secured Party and the Borrower in writing to the Administrative Agent under the definition of “Noticed Cash Management Obligations”, which amount may, subject to the restrictions set forth in the definition of “Noticed Cash Management Obligations” be increased with respect to any existing Secured Cash Management Obligation at any time by further written notice from such Secured Party and the Borrower to the Administrative Agent.

“ Secured Hedge Reserves ” means Secured Obligations in respect of any Secured Swap Obligation in the amount specified by the applicable Secured Party and the Borrower in writing to the Administrative Agent under the definition of “Noticed Hedges” (but not to exceed the Hedge Termination Value), which amount may, subject to the restrictions set forth in the definition of “Noticed Hedges” and herein, be increased with respect to any existing Secured Swap Obligation at any time by further written notice from such Secured Party and the Borrower to the Administrative Agent.

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

“ Secured Obligations ” means (a) the Loan Document Obligations, (b) the Secured Cash Management Obligations, (c) the Secured Bank Product Obligations and (d) the Secured Swap Obligations (excluding with respect to any Loan Party, Excluded Swap Obligations of such Loan Party).

“ Secured Parties ” means (a) each Lender, (b) each Issuing Bank, (c) the Administrative Agent, (d) each Joint Bookrunner, (e) each Lead Arranger, (f) each Person to whom any Secured Cash Management Obligations are owed, (g) each Person to whom any Secured Bank Product Obligations are owed, (h) each counterparty to any Swap Agreement the obligations under which constitute Secured Swap Obligations, (i) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (j) the permitted successors and assigns of each of the foregoing.

“ Secured Swap Obligations ” means the due and punctual payment and performance of all obligations of the Borrower, and the Restricted Subsidiaries under each Swap Agreement that (a) is with a counterparty that is an Agent or any of its Affiliates or branches, (b) is in effect on the Effective Date with a counterparty that is a Lender or an Affiliate or branch of a Lender as of the Effective Date and (c) is entered into after the Effective Date with any counterparty that is a Lender, an Agent or an Affiliate or branch of a Lender or an Agent at the time such Swap Agreement is entered into.

“ Security Documents ” means the Collateral Agreement, the ABL Intercreditor Agreement (if executed) and each other security agreement, pledge agreement or other instrument or document executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 4.01(f), 5.11 or 5.12 by a Loan Party or any Parent Entity thereof to secure any of the Secured Obligations or to govern the lien priorities of the holders of Liens on the Collateral.

“ Settlement ” has the meaning specified in Section 2.23(a)(ii).

“ Settlement Date ” has the meaning specified in Section 2.23(a)(ii).

“ Shrink Reserve ” means an amount reasonably estimated by the Administrative Agent to be equal to that amount which is required in order that the shrink reflected in current books and records of the Loan Parties would be reasonably equivalent to the shrink calculated as part of the Borrower’s most recent physical Inventory or cycle counts; provided that no Shrink Reserve established by the Administrative Agent shall be duplicative of any shrink as so reflected in the current books and records of the Loan Parties or estimated by the Borrower for purposes of computing the Borrowing Base.

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

“ Solvent ” means (a) the Fair Value of the assets of the Borrower and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (b) the Present Fair Saleable Value of the assets of the Borrower and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (c) the Borrower and its Subsidiaries on a consolidated basis taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Latest Maturity Date taking into account the nature of, and the needs and anticipated needs for capital of, the particular business or businesses conducted or to be conducted by the Borrower and its Subsidiaries on a consolidated basis as reflected in the projected financial statements and in light of the anticipated credit capacity and (d) for the period from the date hereof through the Latest Maturity Date, the Borrower and its Subsidiaries on a consolidated basis taken as a whole will have sufficient assets and cash flow to pay their Liabilities as those liabilities mature or (in the case of contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by the Borrower and its Subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity.

“ Special Purpose Entity ” means a direct or indirect subsidiary of the Borrower, whose organizational documents contain restrictions on its purpose and activities and impose requirements intended to preserve its separateness from the Borrower and/or one or more Subsidiaries of the Borrower.

“ Special Resolution Regimes ” has the meaning specified in Section 9.21.

“ Specified Default ” means any Event of Default pursuant to Section 7.01(a), (b), (c) (with respect to representations in any Borrowing Base Certificate only), (d) (with respect to Section 5.17 or 6.10 only), (e) (with respect to Section 5.01(i) only), (h) or (i).

“ Specified Excess Availability ” means the sum of (a) Excess Availability and (b) the lesser of (i) Suppressed Availability and (ii) 2.5% of the aggregate Revolving Commitments at such time.

“ Specified Transaction ” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, New Project, subsidiary designation or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis.”

“ Specified Transaction Adjustments ” has the meaning specified in Section 1.08(d).

“ Sponsor ” means each of (a) BC Partners, Inc. and its Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, the Borrower and its Subsidiaries or any portfolio company), (b) Caisse de dépôt et placement du Québec and its Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, the Borrower and its Subsidiaries or any portfolio company), (c) Government of Singapore Investment Corporation and its Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, the Borrower and its Subsidiaries or any portfolio company), (d) GIC Private Limited and its Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, the Borrower and its Subsidiaries or any portfolio company), (e) Longview Asset Management LLC and its Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, the Borrower and its Subsidiaries or any portfolio company) and (f) StepStone Group LP and its Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, the Borrower and its Subsidiaries or any portfolio company).

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

“ Standby Letter of Credit ” means any Letter of Credit other than a Commercial Letter of Credit.

“ Standard Letter of Credit Practice ” means, for any Issuing Bank, any domestic or foreign law or letter of credit practices applicable in the city in which such Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.

“ Sterling ” means the lawful currency of the United Kingdom.

“ Subordinated Indebtedness ” means any Material Indebtedness that is subordinated in right of payment to the Loan Document Obligations.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Borrower.

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

“ Successor Borrower ” has the meaning assigned to such term in Section 6.03(a)(iv).

“ Super Majority Lenders ” means, at any time, Lenders having Revolving Exposures and unused Commitments (other than Swingline Commitments) representing more than 66.7% of the aggregate Revolving Exposures and unused Commitments (other than Swingline Commitments) at such time; provided that whenever there are one or more Defaulting Lenders, the total outstanding Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender shall in each case be excluded for purposes of making a determination of Super Majority Lenders.

“ Supported QFC ” has the meaning specified in Section 9.21.

“ Suppressed Availability ” means, at any time, the amount (if any, but in no event less than zero) by which the Borrowing Base exceeds the aggregate Revolving Commitments at such time.

“ Swap ” means any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or other applicable law.

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“ Swap Agreement ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Obligation ” means, with respect to any Person, any obligation to pay or perform under any Swap.

“ Swingline Borrowing ” means a request for Swingline Loans.

“ Swingline Exposure ” means, with respect to any Revolving Lender, at any time, such Revolving Lender’s Pro Rata Share of the Swingline Loans outstanding at such time.

“ Swingline Lender ” means Wells Fargo Bank, National Association, in its capacity as lender of Swingline Loans hereunder, and its successors and assigns in such capacity.

“ Swingline Loan ” means a Swingline Loan made by the Swingline Lender to the Borrower under Section 2.23(a).

“ Swingline Sublimit ” means an amount equal to the lesser of (a) $30,000,000 and (b) the Total Revolving Commitments. The Swingline Sublimit is part of, and not in addition to, the Revolving Commitments.

“ Syndication Agent ” means JPMorgan Chase Bank, N.A., in its capacity as syndication agent hereunder.

“ Tax Group ” has the meaning specified in Section 6.08(a)(vii)(A)

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

“ Test Period ” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date for which financial statements have been (or were required to have been) delivered pursuant to Section 5.01(a) or Section 5.01(b); provided that prior to the first date financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), the Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended February 3, 2019.

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

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“ Total Maximum Borrowing Amount ” means the Maximum Borrowing Amount under the Facility at such time.

“ Total Revolving Commitments ” means the aggregate outstanding amount of Revolving Commitments for the Facility of all Revolving Lenders under the Facility.

“ Transactions ” means, collectively, (a) the effectiveness of this Agreement, (b) the effectiveness of the IPO Separation Agreements, (c) the consummation of any other transactions in connection with the foregoing and (d) the payment of the fees and expenses incurred in connection with any of the foregoing (including the Transaction Costs).

“ Transaction Costs ” means any fees or expenses incurred or paid by the Sponsors, a Parent Entity, the Borrower or any Subsidiary in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

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

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative Agent’s security interest in any item or portion of the Pledged Collateral (as defined in the Collateral Agreement) is governed by the Uniform Commercial Code as in effect in a U.S. jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“ UCP ” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by any Issuing Bank for use.

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

“ Unrestricted Subsidiary ” means any Subsidiary designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 5.14 subsequent to the Effective Date.

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 2.15(e)(2)(D)

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

“ Value ” means, on any date, with reference to (a) Eligible Inventory, the Net Orderly Liquidation Value thereof and (b) Eligible Receivables, the book value thereof determined in accordance with GAAP.

“ Vehicles ” means all railcars, cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.

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“ Weekly Borrowing Base Certificate ” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower, in substantially the form of Exhibit F or another form which is acceptable to the Administrative Agent in its reasonable discretion (it being agreed that each Weekly Borrowing Base Certificate will be based on the most recently delivered Borrowing Base Certificate delivered on a monthly basis updated to reflect changes in the aggregate Value of Receivables and Inventory of the relevant Loan Parties but with ineligibility and reserve related items reflecting those set forth in such most recent Borrowing Base Certificate).

“ Weekly Reporting Period ” means any period (a) beginning on the date that Excess Availability is less than the greater of (i) 10% of the Total Maximum Borrowing Amount and (ii) $30,000,000 for five consecutive Business Days, until such time as Excess Availability has been at least the greater of (i) 10% of the Total Maximum Borrowing Amount and (ii) $30,000,000 for at least 20 consecutive calendar days, or (b) during which a Specified Default has occurred and is continuing.

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

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

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

“ Withholding Agent ” shall mean any Loan Party, the Administrative Agent and, in the case of any U.S. federal withholding tax, any other withholding agent, if applicable.

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

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

SECTION 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,

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(a) any definition of or reference to any agreement (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms; GAAP .

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP.

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement (other than Section 6.10), the Fixed Charge Coverage Ratio, First Lien Leverage Ratio, Secured Leverage Ratio, Interest Coverage Ratio and the Total Leverage Ratio shall be calculated on a Pro Forma Basis to give effect to all Specified Transactions that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made.

(c) Where reference is made to “the Borrower and the Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any Subsidiaries of the Borrower other than the Restricted Subsidiaries.

(d) In the event that the Borrower elects to prepare its financial statements in accordance with IFRS and such election results in a change in the method of calculation of financial covenants, standards or terms (collectively, the “ Accounting Changes ”) in this Agreement, the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement (including the levels applicable herein to any computation of the Fixed Charge Coverage Ratio, First Lien Leverage Ratio, Secured Leverage Ratio, Interest Coverage Ratio or the Total Leverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be substantially the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed in accordance with GAAP (as determined in good faith by a Responsible Officer of the Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available to Lenders) as if such change had not occurred.

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

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SECTION 1.06 Currency Translation; Rates .

(a) Unless expressly provided otherwise, all references in the Loan Documents to Loans, Letters of Credit, Loan Document Obligations, Revolving Commitments, Borrowing Base components and other amounts shall be denominated in Dollars. For purposes of any determination under Article IV, Article V, Article VI or Article VII, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the Exchange Rate (rounded to the nearest currency unit, with 0.5 or more of a currency unit being rounded upward). The Borrower shall report Borrowing Base components to the Agent in the currency invoiced by the applicable obligors or shown in their financial records, and unless expressly provided otherwise, herein shall deliver financial statements and calculate financial covenants in Dollars. Unless expressly provided otherwise, if any Loan Document Obligation is funded and expressly denominated in a currency other than Dollars, the Loan Parties shall repay such Loan Document Obligation in such other currency. No Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or Disposition or Restricted Payment made; provided , further , that, for the avoidance of doubt, the foregoing provisions of this Section 1.06 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred or Disposition or Restricted Payment made at any time under such Sections. For purposes of any determination of Consolidated Total Debt, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or Section 5.01(b). Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

(b) The Administrative Agent shall determine the Exchange Rate as of each Determination Date to be used for calculating the Dollar Equivalent amounts of Revolving Loans, Swingline Loans and Letters of Credit denominated in a currency other than Dollars. Such Exchange Rates shall become effective as of such Determination Date and shall be the Exchange Rate employed in converting the amount of any Revolving Loan, Swingline Loan and Letters of Credit between Dollars and another currency until the next Determination Date to occur. In the event that on any Determination Date (after giving effect to the determination of the outstanding amount of each Revolving Loan, Swingline Loan and LC Exposure) the total Revolving Exposure under the Facility exceeds the Maximum Borrowing Amount under the Facility, the relevant Borrower shall, within one Business Day after receipt of notice from the Administrative Agent, prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure (in each case, taking the Dollar Equivalent of any amounts in a currency other than Dollars), in accordance with, and to the extent required by, Section 2.09(b).

SECTION 1.07 Letters of Credit .

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

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SECTION 1.08 Limited Condition Acquisitions and Pro Forma Calculations .

(a) In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of:

(i) determining compliance with any provision of this Agreement which requires the calculation of the Interest Coverage Ratio, the Fixed Charge Coverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio;

(ii) determining compliance with representations, warranties, defaults or Events of Default (in each case, other than for purposes of Section 4.02); and

(iii) testing availability under baskets set forth in this agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets and the Payment Conditions baskets (including the Fixed Charge Coverage Ratio as set forth therein));

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “ LCA Election ”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “ LCA Test Date ”) ( provided that the Borrower shall be required to make an LCA Election on or prior to the date on which the definitive agreements for such Limited Condition Acquisition have been entered into), and if, after giving Pro Forma Effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date (after giving effect to any increases or decrease in Indebtedness of the Borrower and Restricted Subsidiaries since such date), the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, representation, warranty, default, Events of Default or basket, such ratio, representation, warranty, default, Event of Default or basket shall be deemed to have been complied with for purposes of such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratios, representations, warranties, defaults, Events of Default or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratios, representations, warranties, defaults, Events of Default or baskets shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated (it being further understood that any Consolidated Net Income, Consolidated EBITDA and/or Consolidated Total Assets therefrom shall not be included in the Borrower’s Consolidated Net Income, Consolidated EBITDA or Consolidated Total Assets, as applicable, in any such subsequent calculation until such Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated).

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(b) Notwithstanding anything to the contrary herein, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.08; provided , that notwithstanding anything to the contrary in clauses (c), (d) or (e) of this Section 1.08, when calculating the Fixed Charge Coverage Ratio for purposes of Section 6.10, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(c) For purposes of calculating the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA, Consolidated First Lien Debt, Consolidated Secured Debt, Consolidated Total Debt and/or Fixed Charges and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.08.

(d) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and, synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “ Specified Transaction Adjustments ”); provided that (i) such Specified Transaction Adjustments are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Borrower (it being agreed such determination need not be made in compliance with Regulation S-X or other applicable securities laws), (ii) such actions are taken, committed to be taken or expected to be taken no later than twenty-four months after the date of such Specified Transaction and (iii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to any Test Period.

(e) Without limiting the general application of Section 1.04(b), in the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio, as the case may be, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period with respect to leverage ratios or the first day of such Test Period with respect to

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the Fixed Charge Coverage Ratio and to the extent the proceeds of any new Indebtedness are to be used to repay other Indebtedness (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge or pursuant to escrow or similar arrangements) whether at the time of or after the incurrence of such new Indebtedness, the Borrower shall be permitted to give Pro Forma Effect to such repayment of Indebtedness.

(f) Notwithstanding anything in this Agreement or any Loan Document to the contrary (i) unless the Borrower elects otherwise, if the Borrower or its Restricted Subsidiaries in connection with any transaction or series of related transactions (A) incurs Indebtedness, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under or as permitted by a ratio-based basket (including, without limitation, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test, any Interest Coverage Ratio test and/or any Fixed Charge Coverage Ratio test) (any such amounts, the “ Incurrence-Based Amounts ”) and (B) incurs Indebtedness, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under a non-ratio-based basket (any such amounts, the “ Fixed Amounts ”), then the Fixed Amounts shall be disregarded in the calculation of the financial test or ratio test applicable to such Incurrence-Based Amounts, (ii) if the Borrower or its Restricted Subsidiaries enters into any revolving, delayed draw or other committed debt facility, the Borrower may elect to determine compliance of such debt facility (including the incurrence of Indebtedness and Liens from time to time in connection therewith) with this Agreement and each other Loan Document on the date commitments with respect thereto are first received, assuming the full amount of such facility is incurred (and any applicable Liens are granted) on such date, in lieu of determining such compliance on any subsequent date (including any date on which Indebtedness is incurred pursuant to such facility); provided , that if such election is made, then all calculations under this Agreement from the date of such election until such facility is effective or such commitments are terminated shall be calculated as if such facility were fully drawn and (iii) if the Borrower or any Restricted Subsidiary incurs Indebtedness consisting of Incurrence-Based Amounts (together with any other Incurrence-Based Amounts incurred or made in connection therewith, including in respect of other Indebtedness, Liens, Dispositions, Investments, Restricted Payments or Restricted Debt Payments) the relevant ratios will be calculated excluding the cash proceeds of such Incurrence-Based Amounts for netting purposes (i.e., such cash proceeds shall not reduce the Borrower’s Consolidated Total Debt) in connection with any calculation with respect to the fiscal quarter in which such Indebtedness was incurred. In addition, any Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, liquidations, dissolutions, mergers, consolidations, Restricted Payments or any prepayments of Indebtedness (or, in each case, any portion thereof) incurred or otherwise effected in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Borrower otherwise elects from time to time, as incurred under the applicable Incurrence-Based Amounts if the Borrower subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis.

(g) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, any First Lien Leverage Ratio test, Secured Leverage Ratio test, any Total Leverage Ratio test, any Interest Coverage Ratio test and/or any Fixed Charge Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to Section 1.04(b) and this Section 1.08), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

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SECTION 1.09 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II

THE CREDITS

SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointly, to make Revolving Loans in Dollars under the Facility to the Borrower under the Facility from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment for the Facility at such time or (ii) the total Revolving Exposures exceeding the Maximum Borrowing Amount for the Facility (subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.08) at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Revolving Loans.

SECTION 2.02 Loans and Borrowings .

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

(b) Subject to Section 2.12, each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith; provided that all Borrowings denominated in Dollars made on the Effective Date must be made as ABR Borrowings unless the Borrower shall have given the notice required for a Eurocurrency Borrowing under Section 2.03.

(c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 (or, in the case of any currency other than Dollars, an approximate equivalent thereof as determined by the Administrative Agent in its sole discretion) and not less than $1,000,000 (or, in the case of any currency other than Dollars, an approximate equivalent thereof as determined by the Administrative Agent in its sole discretion). ABR Borrowings may be in any amount. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 (or, in the case of any currency other than Dollars, an approximate equivalent thereof as determined by the Administrative Agent in its sole discretion) and not less than $500,000 (or, in the case of any currency other than Dollars, an approximate equivalent thereof as determined by the Administrative Agent in its sole discretion). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Borrowings outstanding under the Facility at the same time.

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

SECTION 2.03 Requests for Borrowings . To request an ABR Borrowing, the Borrower shall request through the Administrative Agent’s Commercial Electronic Office Portal or through such other electronic portal provided by the Administrative Agent (the “ Portal ”), which must be received by the Administrative Agent not later than 2:00 p.m. on the requested date of any ABR Borrowing. The Borrower hereby acknowledges and agrees that any request made through the Portal shall be deemed made by a Responsible Officer of the Borrower. All Borrowing requests which are not made on-line via the Portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Borrowing. To request a Eurocurrency Borrowing, the Borrower shall notify the Administrative Agent of such request not later than 11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be made on the Effective Date, not later than 11:00 a.m., Local Time, one Business Day before the Effective Date). Each such Borrowing Request shall be irrevocable and shall be delivered by hand delivery, facsimile or other electronic transmission to the Administrative Agent and shall be signed by the Borrower. Each Borrowing Request in respect of a Eurocurrency Borrowing shall specify the following information:

(i) the Class and Type of Loans to be borrowed or to which existing Loans are to be converted and the currency thereof;

(ii) the aggregate amount of such Borrowing;

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

(iv) the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

If no election as to the Type of Borrowing of Revolving Loans is specified, then a Borrowing of Revolving Loans requested in Dollars shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing of Revolving Loans, then the Borrower shall be deemed to have selected an Interest Period of one calendar month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Funding of Borrowings .

(a) The Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to ABR Loans described in Section 2.03. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the currency of such Borrowing by 4:00 p.m., Local Time, to the Administrative Agent Account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline

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Loans shall be made pursuant to Section 2.23. The Administrative Agent will make such Loans available to the Borrower either by (i) promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date (and, with respect to any ABR Loan, time) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance on such assumption and in its sole discretion, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of the Administrative Agent therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower agrees to pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, if such Borrowing is denominated in Dollars, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, the rate reasonably determined by the Administrative Agent to be its cost of funding such amount, or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing in accordance with Section 2.11. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

(c) Obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and, other than as expressly provided herein with respect to a Defaulting Lender, no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.03(c).

SECTION 2.05 Interest Elections .

(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.05. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably (in accordance with the principal amount of the applicable Loans) among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.05 shall not apply to Swingline Loans or Protective Advances, which may not be converted or continued.

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(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be made by hand delivery, facsimile or other electronic transmission to the Administrative Agent (with a copy to the Administrative Agent if not the original recipient thereof) of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Each Interest Election Request shall specify the following information in compliance with Section 2.03:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one calendar month’s duration.

(d) Promptly following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing under the Facility may be converted to or continued as a Eurocurrency Borrowing; and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

(f) Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan.

SECTION 2.06 Termination and Reduction of Commitments . Upon the prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that:

(i) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction,

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(ii) any partial reduction pursuant to this Section 2.06 shall be in an aggregate amount of at least $1,000,000 or any whole multiple of $1,000,000 in excess thereof,

(iii) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposure for such Class shall not exceed the Total Revolving Commitments for such Class, and

(iv) if, after giving effect to any reduction of the Commitments, the LC Sublimit or the Swingline Sublimit with respect to the Facility exceeds the amount of Total Revolving Commitments thereunder, such sublimit shall be automatically reduced by the amount of such excess.

Except as provided above, the amount of any such Revolving Commitment reduction shall not be applied to the LC Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facility, which refinancing is not consummated or is otherwise shall be delayed. Unless previously terminated, all Commitments of a Class shall terminate on the Maturity Date applicable to such Class.

SECTION 2.07 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date, (B) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (C) to each Swingline Lender the then unpaid principal amount of such Swingline Loan of such Swingline Lender on the Maturity Date; provided that on each date that a Revolving Loan is made while any Swingline Loan or Protective Advance is outstanding under the same Facility, the Borrower shall repay all such Swingline Loans and Protective Advances with the proceeds of such Revolving Loan then outstanding under the Facility.

(b) At all times after the commencement and during the continuance of a Cash Dominion Period, and written notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 5.17(b)), on each Business Day, at or before 1:00 p.m., Local Time, the Administrative Agent shall apply all immediately available funds credited on behalf of the Borrower to a Payment Account or such other account directed by the Administrative Agent pursuant to Section 5.17(b) in accordance with Section 7.02 (except (A) clauses first and second thereof and (B) to Secured Cash Management Obligations, Secured Bank Product Obligations and Secured Swap Obligations).

(c) [Reserved].

(d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

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(e) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made under the Facility, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender under the Facility and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(f) The entries made in the accounts maintained pursuant to paragraph (d) or (e) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (d) and (e) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (e) of this Section shall control.

(g) Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note. In such event, the relevant Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form provided by the Administrative Agent and approved by the Borrower.

SECTION 2.08 Protective Advances and Overadvances .

(a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the sole discretion of the Administrative Agent (but, in any such case, none of them shall have absolutely any obligation to) to make Loans in Dollars to the Borrower on behalf of the Revolving Lenders (each such Loan, a “ Protective Advance ”), which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (C) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that the aggregate amount of outstanding Protective Advances (taken together with Overadvances under Section 2.08(c) below under the Facility) shall not, at any time, exceed (x) 10% of the Borrowing Base as determined on the date of such proposed Protective Advance or (y) when added to the aggregate Revolving Exposure of all the Revolving Lenders, the aggregate Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders under the Facility to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participation described in Section 2.08(b).

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

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(c) Notwithstanding anything to the contrary contained elsewhere in this Section 2.08 or this Agreement or the other Loan Documents and whether or not a Default or Event of Default exists at the time, the Administrative Agent may require the Revolving Lenders under the Facility to honor requests or deemed requests by the Borrower for Revolving Loans at a time that an Overadvance Condition exists or which would result in an Overadvance Condition and each relevant Lender shall be obligated to continue to make its Pro Rata Share of any such Overadvance Loan up to a maximum amount outstanding equal to its Revolving Commitment under the Facility at such time, so long as such Overadvance is not known by the Administrative Agent to exceed 5% of the Maximum Borrowing Amount under the Facility, at such time, but in no event shall such Overadvance exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve calendar month period; provided , that (i) the aggregate amount of outstanding Overadvances plus any Protective Advances described in Section 2.08(a) plus the aggregate of all other Revolving Exposure shall not exceed the Total Revolving Commitments under the Facility and (ii) the Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lender under the Facility. The Administrative Agent’s authorization to require Revolving Lenders to honor requests or deemed requests for Overadvance Loans may be revoked at any time by the Required Lenders.

SECTION 2.09 Prepayment of Loans .

(a) Upon prior notice in accordance with paragraph (c) of this Section 2.09, the Borrower shall have the right at any time and from time to time to prepay any Revolving Borrowing in whole or in part without premium or penalty (but subject to Section 2.14).

(b) Except for Protective Advances and Overadvance Loans permitted under Section 2.08, in the event and on each Business Day on which the total Revolving Exposure under the Facility exceeds the Maximum Borrowing Amount under the Facility, the relevant Borrower shall promptly prepay first , any outstanding Swingline Loans under the Facility in an amount equal to such excess Swingline Loans, second , if any excess remains after prepaying all Swingline Loans, any outstanding Revolving Loans under the Facility in an amount equal to any remaining excess and third , if any excess remains after prepaying all Swingline Loans and all Revolving Loans, depositing an amount in cash in an amount equal to any remaining excess in the LC Collateral Account for the Facility.

(c) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by facsimile or other electronic communication of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Rate Loan, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Loan, not later than 10:00 a.m., Local Time, on the day of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., Local Time, on the date of prepayment. Each such notice shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.09, such prepayment shall not be applied to any Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders.

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SECTION 2.10 Fees .

(a) Commitment Fee . The Borrower agrees to pay to the Administrative Agent for the account of the Revolving Lenders (based on their Pro Rata Share of the Revolving Exposure) a commitment fee, which shall accrue at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of the Revolving Lenders during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in accordance with clause (c) below. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the commitment fees only, no portion of the Revolving Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

(b) Letter of Credit Fees . The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit issued for the account of the Borrower, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Rate Loans on the daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) under the Facility, during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, the Borrower agrees to pay to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank to the Borrower for the period from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum or such other percentage per annum to be agreed upon between the Borrower and such Issuing Bank of the daily outstanding amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be payable in accordance with clause (c) below; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(c) Subject to clause (d) below, all interest, commitment fees under Section 2.10(a) and participation and fronting fees under Section 2.10(b), in each case payable hereunder, shall accrue through and including, and be due and payable in arrears on, (i) in the case of all interest and commitment fees payable under Section 2.10(a), the first day of each calendar month of January, April, July and October and (ii) in the case of all participation and fronting fees payable under Section 2.10(b), the first Business Day of each calendar month of January, April, July and October and, in each case, as applicable, on the date on which the Revolving Commitments terminate (other than as set forth under the definition of “Interest Payment Date”). The Borrower hereby authorizes the Administrative Agent, from time to time without prior notice to the Borrower, to charge all such amounts that are due and payable to the loan account of the Borrower ( provided that such amounts shall not be charged to any loan account until (5) Business Days after the Administrative Agent has provided the Borrower with an invoice for any such amount). Any such amounts payable hereunder that are charged to a loan account shall thereupon constitute Loans under the Facility and shall initially accrue interest at the rate then applicable to Loans comprising ABR Borrowings (unless and until converted, if applicable, into Eurocurrency Borrowings in accordance with the terms of this Agreement).

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(d) The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and each applicable Agent).

(e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

(f) Notwithstanding the foregoing, and subject to Section 2.10, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.10.

SECTION 2.11 Interest .

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) [Reserved].

(d) [Reserved].

(e) Each Protective Advance shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(f) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% per annum plus the rate applicable to Loans that are ABR Loans as provided in paragraph (a) of this Section; provided that no amount shall be payable pursuant to this Section 2.11(f) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided , further , that no amounts shall accrue pursuant to this Section 2.11(f) on any overdue amount or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(g) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, provided that (i) interest accrued pursuant to paragraph (f) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(h) All computations of interest for ABR Loans (including ABR Loans determined by reference to the LIBO Rate) shall be made on the basis of a year of 365 days (or 366 days, as the case may be) and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which

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the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.16, bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.12 Alternate Rate of Interest .

(a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate or the LIBO Rate, as applicable for such Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (in each case with respect to the Loans impacted by this clause (b) or clause (a) above, “ Impacted Loans ”),

(iii) in the case of clause (a) or (b) above, the Administrative Agent shall give notice thereof (and, if requested by the Borrower, reasonably acceptable evidence of such determination) to the Borrower and the Lenders by facsimile or other electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing, shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing and the utilization of the LIBO Rate component in determining the Alternate Base Rate shall be suspended; provided , however , that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

(iv) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 2.12 and/or is advised by the Required Lenders of their determination in accordance with clause (b) of this Section 2.12 and the Borrower shall so request, the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith to amend the definition of “LIBO Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, until so amended, such Impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate (including because the LIBO Rate is not available or published on a current basis or the circumstances set forth in Section 2.12(i) or (ii) above have occurred) and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate or a Governmental Authority has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “ Scheduled Unavailability Date ”), then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate and agree on the spread adjustment applicable

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thereto (if any), giving due consideration to (i) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities or (ii) any selection, endorsement or recommendation of a replacement rate and/or replacement spread or the mechanism for determining such a rate or spread by the relevant Governmental Authority (or a committee convened by the Board of Governors) in effect at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest, the spread adjustment applicable thereto (if any) and such other related changes to this Agreement as may be applicable; provided that such amendment shall provide that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date a copy of such amendment is provided to the Lenders, written notice from the Required Lenders stating that such Required Lenders object to such amendment. If no such alternate rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender, and thereafter until execution of an amendment to implement an alternative rate in accordance with the foregoing, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, and (y) the LIBO Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Loan of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein.

SECTION 2.13 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBO Rate) or Issuing Bank;

(ii) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement, Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Lender or Issuing Bank to any Taxes on its Loans, letters of credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, maintaining, continuing or converting any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or any Issuing Bank or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then, from time to time upon request of such Lender or Issuing Bank, the Borrower will pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank for such increased costs actually incurred or reduction actually suffered, provided that to the extent any such costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives enacted or promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Basel III after the Effective Date, then such Lender or such Issuing Bank shall be compensated pursuant to this Section 2.13(a) only to the extent such Lender or such Issuing Bank is

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imposing such charges on similarly situated borrowers under the other syndicated credit facilities that such Lender is a lender under or such Issuing Bank is a letter of credit issuer under. Notwithstanding the foregoing, (i) the Borrower shall not be liable for such increased cost or reduction other than to the extent that it relates to the Facility under which such Person is the Borrower and (ii) this paragraph will not apply to (A) Indemnified Taxes or Other Taxes indemnifiable under Section 2.15 or (B) Excluded Taxes.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender the Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), then, from time to time upon request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, or such Lender’s or such Issuing Bank’s holding company, for any such reduction actually suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company in reasonable detail, as the case may be, as specified in paragraph (a) or (b) of this Section delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.14 Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17 or Section 9.02(c), then, in any such event, the Borrower shall, after receipt of a written request by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount), compensate each Lender under the Facility for the actual loss, cost and expense attributable to such event. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.14, each Lender shall be deemed to have funded each Eurocurrency Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing for a comparable amount and for a comparable period, whether or not such Eurocurrency Loan was in fact so funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt of such demand. Notwithstanding the foregoing, this Section 2.14 will not apply to losses, costs or expenses resulting from Taxes, as to which Section 2.15 shall govern.

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SECTION 2.15 Taxes .

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, provided that if the applicable Withholding Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent shall make such deductions or withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and (iii) if the Tax in question is an Indemnified Tax or Other Tax, the amount payable by the applicable Loan Party shall be increased as necessary so that after all required deductions or withholding have been made (including deductions or withholdings applicable to additional amounts payable under this Section 2.15) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholding been made.

(b) Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Requirements of Law, or at the option of Withholding Agent timely reimburse it for the payment thereof.

(c) The Loan Parties shall indemnify each applicable Lender and the Administrative Agent and each Issuing Bank under the Facility, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender or Issuing Bank, as the case may be, and any Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to Administrative Agent), by an Issuing Bank or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.15, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law and such other documentation reasonably requested by the Borrower or the Administrative Agent (i) as will permit such payments under any Loan Document to be made without, or at a reduced rate of, withholding or (ii) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements. Each Lender shall, whenever a lapse or time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so.

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Without limiting the foregoing:

(1) Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding.

(2) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(A) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party,

(B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) two properly completed and duly signed certificates substantially in the form of Exhibit P-1 , P-2 , P-3 or P-4 , as applicable, (any such certificate, a “ U.S. Tax Compliance Certificate ”) and (y) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms),

(D) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.15(e) if such beneficial owner were a Lender, as applicable ( provided that, if the Lender is a partnership for U.S. federal income tax purposes (and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, the U.S. Tax Compliance Certificate may be provided by such Lender on behalf of such direct or indirect partner(s)), or