UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 11, 2020 

 

CSI Compressco LP

(Exact Name of Registrant as Specified in Charter) 

 

Delaware

1-35195

94-3450907

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

24955 Interstate 45 North

The Woodlands, Texas 77380

(Address of Principal Executive Offices, and Zip Code)

 

(281) 367-1983

Registrant’s Telephone Number, Including Area Code

 

 

(Former Name or Former Address, if Changed Since Last Report) 

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

 

 

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

 

 

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

 

 

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

 

 

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units

CCLP

NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

                                                                                                                                       Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


 

 

Item 1.01  Entry into a Material Definitive Agreement.

Second Amendment to Credit Agreement

On June 11, 2020, CSI Compressco LP, a Delaware limited partnership (the “Partnership”) and CSI Compressco Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Partnership (“CSI Compressco Sub”), as borrowers, entered into the Second Amendment to Loan and Security Agreement (the “Amendment”) amending the Loan and Security Agreement dated June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., in its capacity as administrative agent, issuing bank and swing line issuer (“Administrative Agent”), and the other lenders and loan parties party thereto.

The Amendment provided for changes and modifications to the Credit Agreement as set forth therein, which include, among other things, changes to certain terms of the Credit Agreement as follows:

(i) a resizing of the maximum credit commitment under the Credit Agreement from $50,000,000 to $35,000,000;

(ii) the inclusion of  a $5,000,000 reserve with respect to the Borrowing Base (as defined in the Credit Agreement) thereunder, which would result in reduced borrowing availability;

(iii)  the removal of the financial covenant compliance test with respect to the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement);

(iv)  an increase in the applicable margin related to (x) LIBOR Rate Loans (as defined in the Credit Agreement) to a range between 3.00% and 3.50% and (y) Base Rate Loans (as defined in the Credit Agreement) to a range between 2.00% and 2.50%, in each case, which shall be determined according to average daily excess availability under the Credit Agreement; and

(v) an increase in the rate used to calculate the commitment fee in respect of the unutilized commitments under the Credit Agreement to 0.50%.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

First Supplemental Indenture for the Old Notes

On June 11, 2020, the Partnership and the Partnership’s wholly owned subsidiary, CSI Compressco Finance Inc. (“Finance Corp” and, together with the Partnership, the “Issuers”)  announced that they had accepted for exchange $215,208,000, or approximately 72.7%, of their outstanding 7.250% Senior Unsecured Notes due 2022 (the “Old Notes”) that were validly tendered (and not validly withdrawn) by 11:59 p.m., New York City time, on June 10, 2020, for (i) $50,000,000 of the Issuers’ 7.500% Senior Secured First Lien Notes due 2025 (the “New First Lien Notes”) and (ii) $155,529,000 aggregate principal amount of new 10.000%/10.750% Senior Secured Second Lien Notes due 2026 (the “Second Lien Notes” and, together with the New First Lien Notes, the “New Notes”), pursuant to its previously announced exchange offer and consent solicitation (the “Exchange Offer”), which commenced on April 17, 2020. The Issuers issued the New Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Issuers relied on this exemption from registration based in part on representations made by the holders of the Old Notes that participated in the Exchange Offer.

 


 

On June 12, 2020, following receipt of the requisite consents of the holders of the Old Notes, the Issuers entered into the First Supplemental Indenture (the “First Supplemental Indenture”), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of August 4, 2014 (the “Unsecured Indenture”), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee. The First Supplemental Indenture eliminated substantially all of the restrictive covenants and certain of the default provisions in the Unsecured Indenture and became operative upon the consummation by the Issuers of the Exchange Offer.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

First Lien Supplemental Indenture

On June 12, 2020, the Issuers issued $50,000,000 in aggregate principal amount of New First Lien Notes to certain holders of the Old Notes pursuant to the terms of the Exchange Offer. In connection therewith, the Issuers entered into the First Supplemental Indenture (the “First Lien Supplemental Indenture”), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2018, by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (the “First Lien Base Indenture” and, together with the First Lien Supplemental Indenture, the “First Lien Indenture”). On March 22, 2018, the Issuers issued $350,000,000 in aggregate principal amount of 7.500% Senior Secured First Lien Notes due 2025 (the “Existing First Lien Notes” and, together with the New First Lien Notes, the “First Lien Notes”) pursuant to the First Lien Base Indenture. The New First Lien Notes were issued as “additional notes” under the First Lien Base Indenture and will be treated as a single class with such notes but will not trade fungibly with the Existing First Lien Notes.

The foregoing description of the First Lien Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Lien Supplemental Indenture, which is filed with this Current Report on Form 8-K as Exhibit 4.2 and is incorporated herein by reference.

Second Lien Notes Indenture

On June 12, 2020, the Issuers issued $[155,529,000] in aggregate principal amount of the Second Lien Notes to certain holders of the Old Notes pursuant to the terms of the Exchange Offer. The  Issuers issued the Second Lien Notes pursuant to an indenture, dated June 12, 2020 (the “Second Lien Notes Indenture”), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (the “Second Lien Trustee”). In connection with the payment of PIK Interest (as defined below), if any, in respect of the Second Lien Notes, the Issuers will be entitled, without the consent of the Holders, to increase the outstanding aggregate principal amount of the New Second Lien Notes or issue additional notes (“PIK notes”) under the Second Lien Notes Indenture on the same terms and conditions as the New Second Lien Notes offered hereby (each such increase or issuance, a “PIK Payment”). The Issuers may issue additional Second Lien Notes under the Second Lien Notes Indenture from time to time. Any issuance of additional Second Lien Notes (including PIK notes) is subject to all of the covenants in the Second Lien Notes Indenture. The Second Lien Notes and any additional Second Lien Notes subsequently issued under the indenture, will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Subject to the making of PIK Payments, the Issuers will issue Second Lien Notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that PIK Payments may result in Second Lien Notes being issued in denominations of $1.00 and integral multiples of $1.00. The Second Lien Notes will mature on April 1, 2026.

Interest on the Second Lien Notes will be payable semi-annually in arrears on April 1 and October 1, commencing on October 1, 2020. The Issuers will make each interest payment to the holders of record on March 15 and September 15 immediately preceding each interest payment date. Interest will accrue at (1) the annual rate of 7.250% payable in cash, plus (2) at the election of the Issuers (made by delivering a notice to the Second Lien Trustee not less than five business days prior to the record date), the annual rate

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of (i) 2.750% payable in cash (together with the annual rate set forth in clause (1), the “Cash Interest Rate”) or (ii) 3.500% payable by increasing the principal amount of the outstanding Second Lien Notes or by issuing additional PIK notes, in each case rounding up to the nearest $1.00 (such increased principal amount or additional PIK notes, the “PIK Interest”). In the absence of an interest payment election made by the Issuers as set forth above, interest on the notes will be payable as if the Issuers had elected to pay PIK Interest with respect to the portion of interest payable pursuant to clause (2) above.

The Second Lien Notes are jointly and severally, and fully and unconditionally, guaranteed (the “Guarantees”) on a senior secured basis initially by each of the Partnership’s domestic restricted subsidiaries (other than Finance Corp, certain immaterial subsidiaries and certain other excluded domestic subsidiaries, the “Guarantors”) and will be secured by a second-priority security interest in substantially all of the Issuers’ and the Guarantors’ assets (other than certain excluded assets) (the “Collateral”) as collateral security for their obligations under the Second Lien Notes, subject to certain permitted encumbrances and exceptions.

At any time prior to April 1, 2023, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Second Lien Notes issued under the Second Lien Notes Indenture at a redemption price of 110.000% of the principal amount of the Second Lien Notes, plus accrued and unpaid interest to the redemption date, with an amount of cash equal to the net cash proceeds of certain equity offerings. On or after April 1, 2023, the Issuers may redeem all or part of the Second Lien Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 107.500% for the twelve-month period beginning on April 1, 2023; (ii) 105.000% for the twelve-month period beginning on April 1, 2024 and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest up to, but not including,  the redemption date. In addition, at any time prior to April 1, 2023, the Company may redeem all or a part of the Second Lien Notes at a redemption price equal to 100% of the principal amount of the Second Lien Notes to be redeemed plus a make-whole premium, plus accrued and unpaid interest up to, but not including, the redemption date.

The Second Lien Notes Indenture contains customary covenants restricting the Partnership’s ability and the ability of its restricted subsidiaries to: (i) pay distributions on, purchase or redeem its common units or purchase or redeem its subordinated debt; (ii) incur or guarantee additional indebtedness or issue certain kinds of preferred equity securities; (iii) create or incur certain liens securing indebtedness; (iv) sell assets, including dispositions of the Collateral; (v) consolidate, merge or transfer all or substantially all of its assets; (vi) enter into transactions with affiliates; and (vii) enter into agreements that restrict distributions or other payments from its restricted subsidiaries to the Partnership. These covenants are subject to a number of important limitations and exceptions, including certain provisions permitting the Partnership, subject to the satisfaction of certain conditions, to transfer assets to certain of its unrestricted subsidiaries. Moreover, if the Second Lien Notes receive an investment grade rating from at least two rating agencies and no default has occurred and is continuing under the Second Lien Notes Indenture, many of the restrictive covenants in the Second Lien Notes Indenture will be terminated. The Second Lien Notes Indenture also contains customary events of default and acceleration provisions relating to such events of default, which provide that upon an event of default under the Second Lien Notes Indenture, the Second Lien Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Second Lien Notes may declare all of the Second Lien Notes to be due and payable immediately.

The foregoing description of the Second Lien Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the Second Lien Notes Indenture, which is filed with this Current Report on Form 8-K as Exhibit 4.3 and is incorporated herein by reference. The foregoing description of the Second Lien Notes does not purport to be complete and is qualified in its entirety by reference to the form of Second Lien Notes, which is included as Exhibit A to the Second Lien Notes Indenture filed with this Current Report on Form 8-K as Exhibit 4.3 and is incorporated herein by reference.


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Collateral Trust Agreement

On June 12, 2020, the Partnership, the grantors named therein, the Second Lien Trustee and U.S. Bank National Association, as the collateral trustee (the “Collateral Trustee”), entered into a collateral trust agreement (the “Collateral Trust Agreement”) pursuant to which the Collateral Trustee will receive, hold, administer, maintain, enforce and distribute the proceeds of all of its liens upon the collateral for the benefit of the current and future holders of the Second Lien Notes and any future priority lien obligations, if any.

The foregoing description of the Collateral Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the Collateral Trust Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.  

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 hereof.

Item 8.01  Other Events.

On June 11, 2020, the Partnership issued a press release to announce the results of the Exchange Offer.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number

Description

4.1

First Supplemental Indenture, dated as of June 12, 2020, by and among CSI Compressco LP, CSI Compressco Finance, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee.

4.2

First Lien Supplemental Indenture, dated as of June 12, 2020, by and among CSI Compressco LP, CSI Compressco Finance, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee.

4.3

10.000% /10.750% Senior Secured Second Lien Notes due 2026 Indenture, dated as of June 12, 2020, by and among CSI Compressco LP, CSI Compressco Finance, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee.

4.4

Form of 10.000%/10.750% Senior Secured Second Lien Notes due 2026 (included in Exhibit 4.3)

10.1

Second Amendment to Loan and Security Agreement, dated June 11, 2020, by and among CSI Compressco LP, CSI Compressco Sub, Inc. and Bank of America, N.A., in its capacity as administrative agent, issuing bank and swing line issuer, and the other lenders and loan parties party thereto.

10.2

Collateral Trust Agreement, dated June 12, 2020, by and among CSI Compressco LP, CSI Compressco Finance Inc., the other Grantors from time to time party thereto, U.S. Bank National Association, as Trustee, the other Junior Lien Representatives from time to time party thereto, and U.S. Bank National Association, as Collateral Trustee.

99.1

News Release dated June 11, 2020 issued by CSI Compressco LP


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SIGNATURES

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

 

 

CSI Compressco LP

 

 

 

 

By:

CSI Compressco GP Inc.,

 

 

its general partner

 

 

 

 

By:

/s/ Bass C. Wallace, Jr.

 

 

Bass C. Wallace, Jr.

 

 

General Counsel

 

 

Date: June 12, 2020

 

 

 

 

 

 

 

5

 

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 12, 2020 is made by and among CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Inc., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”) the Guarantors signatory hereto (the “Guarantors”) and U.S. Bank, National Association, as trustee (the “Trustee”).

Recitals:

WHEREAS, the Issuers, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of August 4, 2014 (as amended, supplemented or modified from time to time, the “Indenture”), providing for the issuance of an aggregate principal amount of $350,000,000 of 7.25% Senior Notes due 2022 of the Issuers (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides, among other things, that with the consent of the holders (the “Holders”) of at least a majority in principal amount of the Notes then outstanding (the “Requisite Consents”), the Issuers, the Guarantors and the Trustee may amend the Indenture and the Notes, subject to certain exceptions specified in Section 9.02 of the Indenture;

WHEREAS, on April 17, 2020, the Issuers distributed a Confidential Offering Memorandum and Consent Solicitation Statement (as amended, modified, or supplemented as of the date hereof, the “Offering Memorandum”) to each Holder;

WHEREAS, as of the date hereof, there were $295,930,000 in aggregate principal amount of Notes outstanding;

WHEREAS, the Issuers have obtained the Requisite Consents to amend the Indenture as set forth in the Offering Memorandum (the “Amendments”);

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary partnership or corporate action, as applicable, on the part of each Issuer;

NOW THEREFORE, each party agrees for the benefit of the other parties and for the equal and ratable benefit of all Holders, as follows:

Agreement:

Section 1. Definitions. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein have the meanings given to them in the Indenture.

Section 2. Amendments.

2.1 Amendment of Certain Sections of the Indenture. The Indenture is hereby amended by deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety:

 

Except to the extent required by Section 314(a) of the TIA, Section 4.03 (Reports);

 


 

 

Section 4.07 (Restricted Payments);

 

Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries);

 

Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock);

 

Section 4.10 (Asset Sales);

 

Section 4.11 (Transactions with Affiliates);

 

Section 4.12 (Liens);

 

Section 4.14 (Offer to Repurchase Upon Change of Control);

 

Section 4.15 (Additional Note Guarantees);

 

Section 5.01(a)(3) and (4) (Merger, Consolidation or Sale of Substantially All Assets); and

 

Section 6.01(6) and (7) (Events of Default).

2.2 Amendment of Definitions in the Indenture. Sections 1.01 and 1.02 of the Indenture are hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Section 2.1.

Section 3. Miscellaneous.

3.1 Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Issuers, the Guarantors and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder holding Notes that have been heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the exchange by the Issuers, pursuant to the Offering Memorandum, of at least a majority in aggregate principal amount of the outstanding Notes, with the result that the amendments to the Indenture and the Notes effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such exchange shall not occur. The Company shall provide notice to the Trustee promptly after the occurrence of such exchange.

3.2 Notices. All notices and other communications to the Issuers, the Guarantors and the Trustee shall be given as provided in the Indenture.

3.3 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

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3.4 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

3.5 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

3.6 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

3.7 The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

3.8 Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

3.9 Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Remainder of Page Blank — Signature Pages Follow]

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date and the year first written above.

Issuers:

CSI COMPRESSCO LP

 

By:  CSI Compressco GP Inc.,

its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

CSI COMPRESSCO FINANCE INC.

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

 

Guarantors:

 

CSI COMPRESSCO SUB INC.

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

CSI COMPRESSCO OPERATING LLC

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 


[Signature Page to Supplemental Indenture]


 

CSI COMPRESSCO FIELD SERVICES INTERNATIONAL LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

CSI COMPRESSCO INTERNATIONAL LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

CSI COMPRESSCO HOLDINGS LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer


[Signature Page to Supplemental Indenture]


 

CSI COMPRESSCO LEASING LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

CSI COMPRESSION HOLDINGS, LLC

 

By:  CSI Compressco Sub Inc.,

        its sole member

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

ROTARY COMPRESSOR SYSTEMS, INC.

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Vice President - Finance

 


[Signature Page to Supplemental Indenture]


 

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

By:  /s/ Michael K. Herberger

Name:  Michael K. Herberger

Title:    Vice President

[Signature Page to Supplemental Indenture]

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

This supplemental indenture, dated as of June 12, 2020 (this “First Supplemental Indenture”), between CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Inc., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuers, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 22, 2018 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of $350,000,000 aggregate principal amount of the Issuer’s 7.500%  Senior Secured First Lien Notes due 2025 (the “Existing Notes”);

WHEREAS, the Indenture provides that the Issuers may issue Additional Notes under the Indenture subject to compliance with the provisions set forth therein;

WHEREAS, the Issuers wish to issue an additional $50,000,000 aggregate principal amount of 7.500% Senior Secured First Lien Notes due 2025 as Additional Notes under the Indenture (the “New Notes”);

WHEREAS, pursuant to Section 9.01(6) of the Indenture, the Issuers, the Guarantors and the Trustee may execute and deliver this First Supplemental Indenture to supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

Article I
Definitions

Section 1.1.  Defined Terms.  Unless otherwise defined in this First Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.

Article II
ISSUANCE OF NEW NOTES

Section 2.1.  Amount of New Notes.  The aggregate principal amount of New Notes to be authenticated and delivered under this First Supplemental Indenture on June 12, 2020 is $50,000,000.

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Section 2.2Terms of New Notes.  The New Notes are to be issued as Additional Notes under the Indenture and pursuant to this First Supplemental Indenture and shall:

 

A.

be issued as part of the existing series of Existing Notes previously issued under the Indenture and the New Notes and the Existing Notes shall be treated as a single class for all purposes under the Indenture;

 

B.

be issued on June 12, 2020 and will accrue interest from June 12, 2020; Interest on the notes will be payable, in cash in arrears, on April 1 and October 1 of each year, with an initial payment for the notes on October 1, 2020.

 

C.

be issuable in whole in the form of (i) a 144A Global Note, bearing the CUSIP number of 12652H AC2 and ISIN number of US12652HAC25, (ii) a Regulation S Global Note, bearing the CUSIP number of U1289B AD4 and ISIN number of USU1289BAD48, and (iii) a IAI Global Notes, bearing the CUSIP number of 12652H AD0 and ISIN number of US12652HAD08.

Section 2.3  Authentication of New Notes.  The Trustee shall, pursuant to an Authentication Order delivered in accordance with Section 2.02 of the Indenture, authenticate and deliver the New Notes for an aggregate principal amount specified in such Authentication Order.

Article III
Miscellaneous

Section 3.1.  Parties.  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this First Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.2.  Governing Law, etc.  This First Supplemental Indenture shall be governed by the provisions set forth in Section 12.08 of the Indenture.

Section 3.3.  Severability.  In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.4.  Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this First Supplemental Indenture. The recitals contained herein may be taken as the statements of the Issuer and the Guarantors, and the Trustee does not assume any responsibility for their correctness.

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Section 3.5.  Duplicate and Counterpart Originals.  The parties may sign any number of copies of this First Supplemental Indenture.  This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.

Section 3.7.  Recitals.  The recitals contained herein may be taken as the statements of the Issuers, and the Trustee does not assume any responsibility for their correctness.  

Section 3.8.  Headings.  The headings of the Articles and Sections in this First Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.9  Successors.  This First Supplemental Indenture shall be binding on the Issuers, the Guarantors, the Trustee and the Holders and their respective successors and assigns, and shall inure to the benefit of such parties and their respective successors and assigns.

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

ISSUERS:

 

CSI COMPRESSCO LP

 

 

 

By:

 

CSI Compressco GP Inc.,
its general partner

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

CSI COMPRESSCO FINANCE INC.

 

 

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

 

GUARANTORS:

 

CSI COMPRESSCO SUB INC.

 

 

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

CSI COMPRESSCO OPERATING LLC

 

 

 

By:

 

CSI Compressco LP,

its sole member

 

By:

 

CSI Compressco GP Inc.,

its general partner

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

 


Signature Page to Supplemental Indenture

 


 

CSI COMPRESSCO FIELD SERVICES INTERNATIONAL LLC

 

 

 

By:

 

CSI Compressco Operating LLC,

its sole member

 

By:

 

CSI Compressco LP,

its sole member

 

By:

 

CSI Compressco GP Inc.,

its general partner

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

CSI COMPRESSCO INTERNATIONAL LLC

 

By:

 

CSI Compressco Operating LLC,

its sole member

 

By:

 

CSI Compressco LP,

its sole member

 

By:

 

CSI Compressco GP Inc.,

its general partner

 

 

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

CSI COMPRESSCO HOLDINGS LLC

 

By:

 

CSI Compressco Operating LLC,

its sole member

 

By:

 

CSI Compressco LP,

its sole member

 

By:

 

CSI Compressco GP Inc.,

its general partner

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

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CSI COMPRESSCO LEASING LLC

 

By:

 

CSI Compressco Operating LLC,

its sole member

 

By:

 

CSI Compressco LP,

its sole member

 

By:

 

CSI Compressco GP Inc.,

its general partner

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

CSI COMPRESSION HOLDINGS, llc

 

By:

 

CSI Compressco Sub Inc.,

its sole member

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Chief Financial Officer

 

ROTARY COMPRESSOR SYSTEMS, INC.

 

By:

 

/s/ Elijio V. Serrano

 

 

Name: Elijio V. Serrano

 

 

Title:   Vice President - Finance

 

 

 

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U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

By:

 

/s/ Michael K. Herberger

 

 

Name: Michael K. Herberger

 

 

Title:  Vice President

 

 

 

Signature Page to Supplemental Indenture

 

Exhibit 4.3

 

CSI COMPRESSCO LP

CSI COMPRESSCO FINANCE INC.

AND EACH OF THE GUARANTORS PARTY HERETO

10.000%/10.750% SENIOR SECURED SECOND LIEN NOTES DUE 2026

 

INDENTURE

Dated as of June 12, 2020

 

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Trustee

 

 

 

 

 

 

 


 

TABLE OF CONTENTS

 

Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

1

 

 

Section 1.01  Definitions

1

Section 1.02  Other Definitions

46

Section 1.03  Incorporation by Reference of Trust Indenture Act

47

Section 1.04  Rules of Construction

47

 

 

 

 

ARTICLE 2 THE NOTES

48

Section 2.01  Form and Dating

48

Section 2.02  Execution and Authentication

48

Section 2.03  Registrar and Paying Agent

49

Section 2.04  Paying Agent to Hold Money in Trust

50

Section 2.05  Holder Lists

50

Section 2.06  Transfer and Exchange

50

Section 2.07  Replacement Notes

61

Section 2.08  Outstanding Notes

62

Section 2.09  Treasury Notes

62

Section 2.10  Temporary Notes

62

Section 2.11  Cancellation

63

Section 2.12  Defaulted Interest

63

Section 2.13  PIK Interest

63

 

 

ARTICLE 3 REDEMPTION AND PREPAYMENT

64

 

 

Section 3.01  Notices to Trustee

64

Section 3.02  Selection of Notes to Be Redeemed or Purchased

64

Section 3.03  Notice of Redemption

64

Section 3.04  Effect of Notice of Redemption

65

Section 3.05  Deposit of Redemption or Purchase Price

65

Section 3.06  Notes Redeemed or Purchased in Part

66

Section 3.07  Optional Redemption

66

 

 

ARTICLE 4 COVENANTS

67

 

 

Section 4.01  Payment of Notes

67

Section 4.02  Maintenance of Office or Agency

68

Section 4.03  Reports

68

Section 4.04  Compliance Certificate

70

Section 4.05  Taxes

70

Section 4.06  Stay, Extension and Usury Laws

71

Section 4.07  Restricted Payments

71

Section 4.08  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

76

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Section 4.09  Incurrence of Indebtedness and Issuance of Preferred Stock

78

Section 4.10  Asset Sales

83

Section 4.11  Transactions with Affiliates

87

Section 4.12  Liens

90

Section 4.13  Business Activities of Finance Corp

90

Section 4.14  Offer to Repurchase Upon Change of Control

90

Section 4.15  Additional Note Guarantees

92

Section 4.16  Designation of Restricted and Unrestricted Subsidiaries

93

Section 4.17  Termination of Covenants

93

 

 

ARTICLE 5 SUCCESSORS

94

 

 

Section 5.01  Merger, Consolidation, or Sale of Substantially All Assets

94

Section 5.02  Successor Entity Substituted

96

 

 

ARTICLE 6 DEFAULTS AND REMEDIES

96

Section 6.01  Events of Default

96

Section 6.02  Acceleration

99

Section 6.03  Other Remedies

99

Section 6.04  Waiver of Past Defaults

99

Section 6.05  Control by Majority

100

Section 6.06  Limitation on Suits

100

Section 6.07  Rights of Holders of Notes to Receive Payment

101

Section 6.08  Collection Suit by Trustee

101

Section 6.09  Trustee May File Proofs of Claim

101

Section 6.10  Priorities

102

Section 6.11  Undertaking for Costs

102

 

 

ARTICLE 7 TRUSTEE

102

 

 

Section 7.01  Duties of Trustee

102

Section 7.02  Rights of Trustee

103

Section 7.03  Individual Rights of Trustee

105

Section 7.04  Trustee’s Disclaimer

105

Section 7.05  Notice of Defaults

105

Section 7.06  Reports by Trustee to Holders of Notes

105

Section 7.07  Compensation and Indemnity

106

Section 7.08  Replacement of Trustee

107

Section 7.09  Successor Trustee by Merger, etc.

108

Section 7.10  Eligibility; Disqualification

108

Section 7.11  Preferential Collection of Claims Against Company

108

 

 

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

108

 

 

Section 8.01  Option to Effect Legal Defeasance or Covenant Defeasance

108

Section 8.02  Legal Defeasance and Discharge

108

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Section 8.03  Covenant Defeasance

109

Section 8.04  Conditions to Legal or Covenant Defeasance

109

Section  8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

111

Section 8.06  Repayment to Company

111

Section 8.07  Reinstatement

112

 

 

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

112

 

 

Section 9.01  Without Consent of Holders of Notes

112

Section 9.02  With Consent of Holders of Notes

114

Section 9.03  [Reserved]

115

Section 9.04  Revocation and Effect of Consents

115

Section 9.05  Notation on or Exchange of Notes

116

Section 9.06  Trustee and Collateral Trustee to Sign Amendments, etc.

116

 

 

ARTICLE 10 NOTE GUARANTEES

116

 

 

Section 10.01  Guarantee

116

Section 10.02  Limitation on Guarantor Liability

118

Section 10.03  Execution and Delivery of Note Guarantee Notation

118

Section 10.04  Guarantors May Consolidate, etc., on Certain Terms

118

Section 10.05  Releases

119

 

 

ARTICLE 11 SATISFACTION AND DISCHARGE

120

 

 

Section 11.01  Satisfaction and Discharge

120

Section 11.02  Application of Trust Money

121

 

 

ARTICLE 12 MISCELLANEOUS

122

 

 

Section 12.01  Authorization

122

Section 12.02  Notices

122

Section 12.03  Communication by Holders of Notes with Other Holders of Notes

124

Section 12.04  Certificate and Opinion as to Conditions Precedent

124

Section 12.05  Statements Required in Certificate or Opinion

124

Section 12.06  Rules by Trustee and Agents

125

Section 12.07  No Personal Liability of Directors, Officers, Employees and Unitholders

125

Section 12.08  Governing Law

125

Section 12.09  No Adverse Interpretation of Other Agreements

125

Section 12.10  Successors

125

Section 12.11  Severability

126

Section 12.12  Counterpart Originals

126

Section 12.13  Table of Contents, Headings, etc.

126

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ARTICLE 13 COLLATERAL AND SECURITY

126

 

 

Section 13.01  Security Interest

126

Section 13.02  Post-Issue Date Collateral Requirements

127

Section 13.03  Maintenance of Collateral; Further Assurances

127

Section 13.04  After-Acquired Property

128

Section 13.05  Impairment of Security Interest

129

Section 13.06  Real Estate Mortgages and Filings

129

Section 13.07  Intercreditor Agreement

131

Section 13.08  Collateral Trust Agreement

132

Section 13.09  Release of Liens on the Collateral

132

Section 13.10  Collateral Account

133

Section 13.11  Information Regarding Collateral

134

 

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EXHIBITS

Exhibit A

FORM OF NOTE

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

Exhibit D

FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E

FORM OF NOTATION OF NOTE GUARANTEE

Exhibit F

FORM OF SUPPLEMENTAL INDENTURE

 

 

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INDENTURE dated as of June 12, 2020 among CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Inc., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined), U.S. Bank National Association, as trustee (the “Trustee”), and U.S. Bank National Association, as collateral trustee (the “Collateral Trustee”).

The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 10.000%/10.750% Senior Secured Second Lien Notes due 2026 (the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01  Definitions

.

144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes issued to QIBs in exchange for Existing Unsecured Notes.

ABL Agreement” means that certain Loan and Security Agreement dated as of June 29, 2018, by and among the Partnership, certain of its subsidiaries, the lenders party thereto, and Bank of America, N.A. in its capacity as administrative agent, collateral agent, letter of credit issuer, and swing line lender, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

ABL Collateral” means, subject to certain exceptions set forth in the ABL Facility, substantially all of the Issuers’ and the Guarantors’ present and after-acquired (i) accounts receivable, (ii) inventory, (iii) general intangibles (other than intellectual property) and chattel paper, in each case, to the extent related to accounts receivable and inventory, (iv) deposit accounts, securities accounts, commodities accounts and any cash or other assets in such accounts (other than the Excluded Accounts, the Collateral Account and the deposit or other account into which solely the proceeds of the Existing First Lien Notes were deposited on the issue date of such notes) and, (v) to the extent evidencing such items, all books, records, and other customary assets and the proceeds of any of the foregoing, except to the extent such proceeds constitute Collateral and all business interruption insurance proceeds in relation thereto; provided that the ABL Collateral does not include (i) the Excluded Property (as defined in the ABL Facility) and (ii) notwithstanding anything to the contrary set forth herein, the ABL Obligations of the Issuers and the Guarantors are not secured by real property.

ABL Collateral Agent” means the representative acting in such capacity with respect to the ABL Facility.

ABL Debt” means Indebtedness outstanding from time to time under the ABL Facility, the ABL Hedge Agreements and the Cash Management Obligations.

 


 

ABL Documents” means the ABL Facility and all other loan documents, collateral or security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, the ABL Facility, including the ABL Hedge Agreements and documentation related to the Cash Management Obligations, as such agreements or instruments (other than the ABL Facility) may be amended, supplemented, modified, restated, replaced or renewed from time to time.

ABL Facility” means one or more asset-based credit facilities (including the credit facility provided under the ABL Agreement), working capital facilities, or receivables facilities, in each case, secured by liens on ABL Collateral, with banks, financial institutions or other institutional lenders and any Affiliates of such Persons that provide cash management services, bank products or swap agreements or other secured parties thereunder, including any notes, guarantees, collateral documents, instruments and other agreements executed in connection therewith, and as may be further amended, supplemented or modified from time to time, and any renewal, increase, extension, refunding, restructuring, replacement or refinancing thereof in whole or in part with any such facility, primarily secured by accounts receivable and inventory, entered into with commercial banks and/or financial institutions customarily engaged in such financings.

ABL Hedge Agreements” means any Hedging Contract entered into with any lender under the ABL Facility, its Affiliates or any other person permitted under the ABL Facility.

ABL Obligations” means all Indebtedness, liabilities and obligations (of every kind or nature) incurred or arising under or relating to the ABL Documents that are secured by a Permitted Lien described under clause (1) of the definition thereof, and all other obligations of the Company, the other borrowers thereunder or any Guarantor in respect thereof.

Acquired Debt” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, regardless of whether such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or into or becoming a Subsidiary of such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Act of Required Junior Lien Debtholders” means, as to any matter, a direction in writing delivered to the Collateral Trustee by or with the written consent of the holders of Junior Lien Debt representing the Required Junior Lien Debtholders.

For purposes of this definition, (a) Junior Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding, and (b) votes will be determined in accordance with the provisions of the Collateral Trust Agreement. Upon request of the Collateral Trustee, the Company, each Guarantor, or any Affiliate, as applicable, shall promptly furnish to the Collateral Trustee one or more Officers’ Certificate(s) listing and identifying all Notes, if any, known by such Persons to be owned or held

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by or for the account of any of the above-described Persons, and the Collateral Trustee shall be entitled to accept such Officers’ Certificate(s) as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are “outstanding” for the purpose of any such determination.

Additional Assets” means:

(1)any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Permitted Business;

(2)the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or

(3)outstanding Capital Stock of any Restricted Subsidiary held by Persons other than Affiliates; provided that all the Capital Stock of such Restricted Subsidiary held by the Company or any other Restricted Subsidiaries shall entitle the Company or such other Restricted Subsidiary to not less than a pro rata portion of all dividends or other distributions made by such Restricted Subsidiary upon any of such Capital Stock;

provided, however, that, in the case of clauses (2) and (3) above, such Restricted Subsidiary is primarily engaged in a Permitted Business.

Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 and Section 4.09, as part of the same series as the Initial Notes.

Additional Secured Debt Designation” means the written agreement of the Priority Lien Representative of holders of any Series of Priority Lien Debt or the Junior Lien Representative of holders of any Series of Junior Lien Debt, as applicable, as set forth in the indenture, credit agreement or other agreement governing such Series of Priority Lien Debt or Series of Junior Lien Debt, for the benefit of (i) all holders of existing and future Priority Lien Debt, the Priority Lien Collateral Trustee and each existing and future holder of Priority Liens, in the case of each additional Series of Priority Lien Debt and (ii) all holders of each existing and future Series of Junior Lien Debt, the Collateral Trustee and each existing and future holder of Junior Liens, in the case of each Series of Junior Lien Debt:

(1)in the case of any additional Series of Priority Lien Debt, that all such Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by an Issuer or any Guarantor to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Priority Lien Collateral Trustee for the benefit of all holders of Priority Lien Obligations, equally and ratably;

(2)in the case of any additional Series of Junior Lien Debt, that all such Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by an Issuer or any Guarantor to secure any Obligations in respect of such Series

3


 

of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations, equally and ratably;

(3)that such Priority Lien Representative or Junior Lien Representative, as applicable, and the holders of Obligations in respect of such Series of Priority Lien Debt or Series of Junior Lien Debt, as applicable, are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and Junior Liens and the order of application of proceeds from the enforcement of Priority Liens and Junior Liens; and

(4)appointing the Priority Lien Collateral Trustee or the Collateral Trustee, as applicable, and consenting to the terms of the Intercreditor Agreement and the performance by the Priority Lien Collateral Trustee or the Collateral Trustee, as applicable, of, and directing the Priority Lien Collateral Trustee or the Collateral Trustee, as applicable, to perform, its obligations under the Collateral Trust Agreement or applicable Security Documents, as applicable, and the Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.

Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

All-In Yield” means, as to any Indebtedness, the yield to maturity thereof, whether in the form of interest rate (in cash or in kind), original issue discount, upfront fees, or otherwise, in each case, incurred or payable by the Company and its Restricted Subsidiaries generally to all holders of such Indebtedness; provided that original issue discount and upfront fees shall be equated to an interest rate based on the stated life to maturity of the applicable Indebtedness at the time of incurrence of such Indebtedness; and provided, further, that “All-In Yield” shall not include amendment fees, consent fees, arrangement fees, structuring fees, commitment fees, underwriting fees, placement fees, advisory fees, success fees, ticking fees, undrawn commitment fees and similar fees (regardless of whether any of the foregoing fees are paid to, or shared with, in whole or in part any or all holders of such Indebtedness), any fees not paid or payable in the primary syndication of such Indebtedness or other fees not paid or payable generally to all holders of such Indebtedness ratably.

Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of:

(1) 1.0% of the principal amount of such Note; and

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(2) the excess, if any, of:

(a) the present value at such redemption date of (i) the redemption price of such note at April 1, 2023 plus (ii) all required interest payments (excluding accrued and unpaid interest to such redemption date) due on such note through April 1, 2023, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of such Note.

Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

Asset Sale” means:

(1)the sale, lease, conveyance or other disposition of any assets or rights by the Company or any of the Company’s Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.14 and/or Section 5.01 and not by Section 4.10; and

(2)the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any of the Company’s Restricted Subsidiaries of Equity Interests in any of the Company’s Restricted Subsidiaries (other than, in each case, directors’ qualifying shares or Equity Interests required by applicable law to be held by a Person other than the Company or any of the Company’s Restricted Subsidiaries).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million or, in the aggregate, less than $5.0 million in any calendar year;

(2)a transfer of assets between or among the Company and its Domestic Subsidiaries (other than an Excluded Domestic Subsidiary);

(3)an issuance or sale of Equity Interests by a Domestic Subsidiary to the Company or to a Domestic Subsidiary;

(4)the sale, lease, exchange, transfer or other disposition of equipment, inventory, products, services, accounts receivable or other assets in the ordinary course of business (including in connection with any compromise, settlement or collection of accounts receivable);

5


 

(5)(a) the sale or other disposition of cash or Cash Equivalents, and (b) the sale or disposition of obligations under Hedging Contracts or other financial instruments in the ordinary course of business;

(6)(a) a Restricted Payment that does not violate Section 4.07, including, without limitation, the issuance or sale of Equity Interests or the sale, lease or other disposition of products, services, equipment, inventory, accounts receivable or other assets pursuant to any such Restricted Payment, or (b) a Permitted Investment, including, without limitation, unwinding any obligations under Hedging Contracts, and including the issuance or sale of Equity Interests or the sale, lease or other disposition of products, services, equipment, inventory, accounts receivable or other assets pursuant to any such Permitted Investment;

(7)the creation or perfection of a Lien that is not prohibited by Section 4.12, including a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;

(8)dispositions in connection with Permitted Liens;

(9)surrender or waiver of contract rights or the settlement, release or recovery on or surrender of contract, tort or other claims of any kind;

(10)the grant in the ordinary course of business of any licenses or sublicenses of patents, trademarks, registrations therefor, software and other intellectual property;

(11)any trade or exchange by the Company or any of its Restricted Subsidiaries of assets for properties or assets owned or held by another Person used or useful in a Permitted Business (including Capital Stock of a Person engaged primarily in a Permitted Business that is or becomes a Restricted Subsidiary within 180 days of such trade or exchange); provided that (a) the assets or properties exchanged or received by the Company or any of its Restricted Subsidiaries may not include cash or Cash Equivalents except for relatively minor amounts necessary in order to achieve an exchange of equivalent value and (b) the Fair Market Value of the assets traded or exchanged by the Company or such Restricted Subsidiary (together with any cash or Cash Equivalents to be delivered by the Company or such Restricted Subsidiary) is reasonably equivalent to the Fair Market Value of the assets (together with any cash or Cash Equivalents) to be received by the Company or such Restricted Subsidiary; and provided, further, that any cash received must be applied in accordance with the provisions of Section 4.10; and

(12)the sale, exchange or other disposition of obsolete assets that are unsuitable or unnecessary for use in any Permitted Business.

Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date.

Bankruptcy Code” means Title 11 of the U.S. Code.

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Bankruptcy Law means the Bankruptcy Code or any similar federal or state law for the relief of debtors.

Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

Board of Directors” means:

(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)with respect to a partnership, the board of directors of the general partner of the partnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

So long as the Company is organized as a limited partnership, references to its Board of Directors are to the Board of Directors of the General Partner.

Borrowing Base” means, on any date of determination, the maximum amount in United States dollars determined or redetermined by the lenders under any ABL Facility as the aggregate lending value to be ascribed to accounts receivable, inventory and other collateral pledged to secure such facility of the Company and the Guarantors against which such lenders are prepared to provide loans, as determined on such occasions as may be required by such ABL Facility.

Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or another place of payment are authorized or required by law to remain closed.

Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. Notwithstanding the foregoing, any lease (whether entered into before or after March 22, 2018) that would have

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been classified as an operating lease pursuant to GAAP as in effect on the Issue Date will be deemed not to represent a Capital Lease Obligation, notwithstanding any change in GAAP that occured after March 22, 2018.

Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into or exchangeable for Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock.

Cash Equivalents” means:

(1)United States dollars;

(2)Government Securities having maturities of not more than one year from the date of acquisition;

(3)marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit rating of “A” or better from either S&P or Moody’s;

(4)certificates of deposit, demand deposit accounts and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the ABL Facility or with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson BankWatch Rating of “B” or better;

(5)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) or (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6)commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(7)money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

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(8)deposits in any currency available for withdrawal on demand with any commercial bank that is organized under the laws of any country in which the Company or any Restricted Subsidiary maintains its chief executive office or is engaged in a Permitted Business; provided that all such deposits are made in such accounts in the ordinary course of business.

Cash Management Obligations” means obligations owed by an Issuer or any Guarantor to any lender or Affiliate of a lender under the ABL Facility in respect of any overdraft and related liabilities arising from Treasury Management Arrangements.

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

Change of Control” means the occurrence of any of the following:

(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of the Restricted Subsidiaries of the Company) of the Company and its Restricted Subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a Qualifying Owner, in each case which occurrence is followed by a Rating Decline within 90 days thereafter;

(2)the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a Qualifying Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner, measured by voting power rather than number of shares, units or the like, in each case which occurrence is followed by a Rating Decline within 90 days thereafter; or

(4)the removal of the General Partner by the limited partners of the Company in accordance with the terms of the Partnership Agreement.

Notwithstanding the preceding, a conversion of the Company or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital Stock of the Company immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity or its general partner, as applicable, to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case

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no “person,” other than a Qualifying Owner, Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.

Clearstream” means Clearstream Banking S.A.

Collateral” means all assets and property, whether real, personal or mixed, wherever located and whether now owned or at any time acquired after the date of this Indenture by any Grantor as to which a Lien is granted under the Security Documents to secure the Notes and Note Guarantees.

Collateral Account” means, collectively, any deposit or other account under the sole control of the Priority Lien Collateral Trustee and in which the Priority Lien Collateral Trustee has a perfected security interest, that is free from all other Liens (other than those described in clause (22) of the definition of “Permitted Liens”), and includes solely identifiable cash and Cash Equivalents received from Asset Sales of Collateral deposited therein in connection with Section 4.10 (if any), foreclosures on or sales of Collateral or any other awards or proceeds of Collateral (including insurance proceeds with respect to events of loss relating to Collateral) pursuant to the Security Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Security Documents after foreclosure or conveyance in lieu of foreclosure, and interest earned thereon.

Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of the Issue Date, among the Issuers, the Guarantors from time to time party thereto, the trustee, the Collateral Trustee and any other additional Junior Lien Representative party thereto from time to time, as the same may be amended, supplemented or otherwise modified from time to time.

Collateral Trust Joinder” means a joinder to the Collateral Trust Agreement in the form required thereunder.

Collateral Trustee” means U.S. Bank National Association, in its capacity as Collateral Trustee under the Collateral Trust Agreement, together with its successors in such capacity.

Company” has the meaning assigned to such term in the preamble of this Indenture.

Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (together with any related provision for taxes and any related non-recurring charges relating to any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity), to the extent that such losses were deducted in computing such Consolidated Net Income; plus

(2)provision for taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) of such Person and its

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Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), abandonment, impairment, non-cash equity based compensation expense and other non‑cash items (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash items were deducted in computing such Consolidated Net Income; plus

(5)unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted in computing such Consolidated Net Income; plus

(6)all extraordinary, unusual or non-recurring items of loss or expense and, without duplication, Transaction Costs, in each case, to the extent decreasing such Consolidated Net Income for such period; minus

(7)all extraordinary, unusual or non-recurring items of gain or revenue increasing such Consolidated Net Income for such period; minus

(8)non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock dividends, provided that:

(1)the net income (but not loss) of any Person that is not a Restricted Subsidiary of such specified Person or that is accounted for by the equity method of accounting will be included, but only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of such specified Person;

(2)the net income (but not loss) of any Restricted Subsidiary of such specified Person that is not a Guarantor will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any

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instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; provided, however, that the operation of this clause (2) shall be suspended with respect to any Restricted Subsidiary that is acquired by the Company or any of its Restricted Subsidiaries (regardless of whether such acquisition is effected pursuant to a merger or otherwise), but such suspension shall cease immediately after the first six months following such acquisition;

(3)the cumulative effect of a change in accounting principles will be excluded;

(4)any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of such Person or its consolidated Restricted Subsidiaries (including pursuant to any sale and leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person will be excluded;

(5)any unrealized losses and gains for such period under derivative instruments included in the determination of Consolidated Net Income, including, without limitation, those resulting from the application of the Financial Accounting Standards Board Accounting Standards Codification 815, will be excluded;

(6)all non-cash equity-based compensation expense, including all non-cash charges related to restricted Equity Interests and redeemable Equity Interests granted to officers, directors and employees, will be excluded;

(7)any charges associated with any write-down, amortization or impairment of goodwill or other tangible or intangible assets will be excluded; and

(8)any non-cash or other charges relating to any premium or penalty paid, write off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity (including, without limitation, premiums or penalties paid to counterparties in connection with the breakage, termination or unwinding of Hedging Contracts) will be excluded.

Consolidated Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP, after deducting therefrom the following amounts: (a) all current liabilities reflected in such balance sheet (other than (i) any current liabilities that by their terms are extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and (ii) current maturities of long-term debt) and (b) the value, net of any applicable reserves, of all goodwill, trade names, trademarks, patents and other like intangible assets reflected in such balance sheet.

continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

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Corporate Trust Office of the Trustee means the office of the Trustee at its address specified in Section 12.02 or such other address as to which the Trustee may give notice to the Company.

Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary or Joint Venture, (i) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted Subsidiary to the extent securing otherwise Non-Recourse Debt of such Unrestricted Subsidiary or Joint Venture and (ii) exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary or Joint Venture, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

Designated Non-cash Consideration” means consideration (other than cash and Cash Equivalents) received by the Company or a Restricted Subsidiary in respect of an Asset Sale that is so designated by the Company as Designated Non-cash Consideration pursuant to an Officers’ Certificate that sets forth the Fair Market Value of such consideration (as determined in good faith by the Company) at the time such Asset Sale is consummated.

DIP Financing” means financing provided by one or more lenders under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code.

Discharge of Junior Lien Obligations” means the occurrence of all of the following:

(1)payment in full in cash of the principal of and interest and premium (if any) on all Junior Lien Debt; and

(2)payment in full in cash of all other Junior Lien Obligations that are outstanding and unpaid at the time the Junior Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other

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liabilities in respect of which no claim or demand for payment has been made at or prior to such time);

provided that, if at any time after the Discharge of Junior Lien Obligations has occurred, an Issuer or any Guarantor enters into any Junior Lien Document evidencing a Junior Lien Obligation which incurrence is not prohibited by the applicable Priority Lien Documents, then such Discharge of Junior Lien Obligations shall automatically be deemed not to have occurred for all purposes of the Intercreditor Agreement with respect to such new Junior Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Junior Lien Obligations), and, from and after the date on which the Company designates such Indebtedness as Junior Lien Debt in accordance with the Intercreditor Agreement, the obligations under such Junior Lien Document shall automatically and without any further action be treated as Junior Lien Obligations for all purposes of the Intercreditor Agreement.

Discharge of Priority Lien Obligations” means the occurrence of all of the following:

(1)payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Priority Lien Documents and constituting Priority Lien Obligations;

(2)payment in full in cash of all other Priority Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any contingent indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(3)termination or expiration of all commitments, if any, to extend credit that would constitute Priority Lien Obligations.

provided that, if, at any time after the Discharge of Priority Lien Obligations has occurred, an Issuer or any Guarantor enters into any Priority Lien Document evidencing a Priority Lien Obligation which incurrence is not prohibited by the applicable Priority Lien Documents, then such Discharge of Priority Lien Obligations shall automatically be deemed not to have occurred for all purposes of the Collateral Trust Agreement with respect to such new Priority Lien Obligation (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Priority Lien Obligations), and, from and after the date on which the Company designates such Indebtedness as Priority Lien Obligations in accordance with the Collateral Trust Agreement, the obligations under such Priority Lien Document shall automatically and without any further action be treated as Priority Lien Obligations for all purposes of the Collateral Trust Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth in the Collateral Trust Agreement.

Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the

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holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

Domestic Subsidiary” means any Restricted Subsidiary that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company or any Restricted Subsidiary (other than a Foreign Subsidiary).

Equity Interests” of any Person means Capital Stock and all warrants, options or other rights to acquire Capital Stock of such Person (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

Equity Offering” means a sale of Equity Interests of the Company (other than Disqualified Stock and other than to a Subsidiary of the Company) made for cash on a primary basis by the Company after the Issue Date.

Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Excluded Accounts” means (1) operating and deposit accounts that hold at all times less than $1,000,000 in the aggregate for all such accounts, (2) payroll, withholding tax and other fiduciary deposit accounts, (3) zero-balance disbursement only accounts, and (4) accounts containing cash or letter of credit margin collateral that are used to fulfill margin obligations under Hedging Contracts not exceeding $10,000,000.

Excluded Domestic Subsidiary” means (1) any Domestic Subsidiary that is (a) a FSHCO or (b) owned directly or indirectly by a CFC and (2) Providence Natural Gas, LLC, an Oklahoma limited liability company, CSI Compressco Mexico Investment I LLC, a Delaware limited liability company, and CSI Compressco Mexico Investment II LLC, a Delaware limited liability company.

Excluded Property” means:

(1)any real property that is not Material Real Property;

(2)any lease, license, permit, agreement or instrument that would otherwise constitute Collateral (referred to solely for purpose of this paragraph as a “Contract”) or any property subject thereto, in each case in existence on the Issue Date or upon acquisition of the relevant Guarantor party thereto, to the extent that a grant of a security interest

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therein would violate or invalidate such Contract or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity and only so long as such prohibition or consent requirement was not created in contemplation or anticipation of the Collateral requirements under this Indenture; provided that: (x) rights to payment under any such Contract otherwise constituting Excluded Property shall be included in the Collateral to the extent permitted under such Contract or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (y) all proceeds paid or payable to either of the Issuers or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral;

(3)any Equity Interests issued by any joint venture or non-wholly owned Subsidiary of the Company formed or acquired after the Issue Date to the extent that a grant of a security interest therein would violate any certificate of formation, limited liability company agreement, partnership agreement, shareholder agreement, joint venture agreement or similar agreements applicable to such Equity Interest, or create a right in favor of any other party to such documents to terminate the issuer of such Equity Interests, compel the purchase or sale of such Equity Interests or otherwise adversely affect the ownership rights and obligations otherwise attendant such Equity Interests;

(4)(i) all present and future shares of Capital Stock of (or other Equity Interests in) any Domestic Subsidiary that is owned directly or indirectly by a CFC and any Domestic Subsidiary that is an Excluded Domestic Subsidiary pursuant to clause (2) of the definition of Excluded Domestic Subsidiary, (ii) all present and future shares of Capital Stock of (or other Equity Interests in) any Foreign Subsidiary other than a First-Tier Foreign Subsidiary and (iii) any voting Capital Stock of a FSHCO or of a First-Tier Foreign Subsidiary that is a CFC in excess of 66% of the voting Capital Stock of such FSHCO or of such First-Tier Foreign Subsidiary that is a CFC;

(5)any property of the Issuers or any Guarantor which is subject to a Capital Lease Obligation, purchase money obligation or other debt obligation if and to the extent that (i) such Capital Lease Obligation, purchase money obligation or other debt obligation was incurred pursuant to clause (4) or (5) of Section 4.09(b) and the agreements or documents granting or governing such Capital Lease Obligation, purchase money obligation or other debt obligation validly prohibit, or otherwise require any consent (but only so long as such prohibition or consent requirement was not created in contemplation or anticipation of the Collateral requirements under this Indenture) and (ii) such restriction described in clause (i) above relates only to the asset or assets acquired by the Issuers or any Guarantor and attachments and accessions thereto, improvements thereof or substitutions therefor; provided that all proceeds paid or payable to the Issuers or any Guarantor from any sale, transfer or assignment or other voluntary or involuntary disposition of such assets and all rights to receive such proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of such Capital Lease Obligations, purchase money obligations or other debt obligations secured by such assets;

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(6)any asset in which a pledge or security interest is prohibited by applicable law, rule or regulation (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions));

(7)Excluded Accounts;

(8)any property or assets (including Equity Interests) owned by any Unrestricted Subsidiary;

(9)any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(10)any governmental licenses or state or local franchises, charters and authorizations to the extent the granting of security interests therein are prohibited or restricted thereby;

(11)any letter of credit rights to the extent a Lien thereon cannot be perfected by the filing of a financing statement under the Uniform Commercial Code and commercial tort claims in excess of $1,000,000;

(12)any assets to the extent a security interest in such assets would result in materially adverse tax consequences as reasonably determined by the Issuers and the Collateral Trustee; and

(13)any assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets, including any intellectual property registered in any non-U.S. jurisdiction (and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required).

Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than intercompany Indebtedness, the Notes and the Note Guarantees), including the Existing Unsecured Notes and the Existing First Lien Notes, in existence on the Issue Date, until such amounts are repaid.

Existing First Lien Notes” means the Issuers’ 7.500% Senior Notes due 2025 outstanding on the date of the Issuers’ Offering Memorandum dated April 17, 2020.

Existing Unsecured Notes” means the Issuers’ 7.25% Senior Notes due 2022 outstanding on the Issue Date.

Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company in the case of amounts of $30.0

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million or more and otherwise by an officer of the General Partner (unless otherwise provided in this Indenture).

FASB ASC 815” means Financial Accounting Standards Board Accounting Standards Codification 815.

Finance Corp.” has the meaning assigned to such term in the preamble.

First-Tier Foreign Subsidiary” means any Foreign Subsidiary that is a direct Subsidiary of any Issuer or any Guarantor.

Fitch” means Fitch Ratings, Inc. or any successor to the ratings business thereof.

Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four‑quarter reference period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of such period to the Calculation Date had been the applicable rate for the entire period (taking into account any interest Hedging Contract applicable to such Indebtedness, but if the remaining term of such interest Hedging Contract is less than twelve months, then such interest Hedging Contract shall only be taken into account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of such Person, the interest rate shall be calculated by applying such option rate chosen by such Person. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as such Person may designate.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or otherwise (including acquisitions of assets used or useful in a Permitted Business), or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including in each case any related financing transactions (including repayment of Indebtedness) and including increases in ownership of Restricted

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Subsidiaries, in each case, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, including any Consolidated Cash Flow and any pro forma expense and cost reductions or operating improvements and synergies that have occurred or are reasonably expected to occur within the next 12 months, in the reasonable judgment of the chief financial or accounting officer of such Person or of its general partner, if applicable (regardless of whether those pro forma expenses, cost reductions, operating improvements or synergies could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto);

(2)the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)any Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5)any Person that is not a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6)interest income reasonably anticipated by such Person to be received during the applicable four-quarter period from cash or Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included.

Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense (less interest income) of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (excluding write-off of deferred financing costs and accretion of interest charges on future retirement benefits and other obligations that do not constitute Indebtedness, but including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings),

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and net of the effect of all payments made or received pursuant to Hedging Contracts in respect of interest rates; plus

(2)the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, regardless of whether such Guarantee or Lien is called upon; plus

(4)all dividends, whether paid or accrued and regardless of whether in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Person,

in each case, determined on a consolidated basis in accordance with GAAP.

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

FSHCO” means any Domestic Subsidiary with no material assets or business activities other than ownership of Equity Interests in one or more CFCs.

GAAP” means generally accepted accounting principles in the United States, that are in effect from time to time. All ratios and computations based on GAAP contained in this Indenture will be computed in conformity with GAAP. At any time after the Issue Date, the Company may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture); provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company shall give notice of any such election made in accordance with this definition to the Trustee and the Holders of Notes.

General Partner” means CSI Compressco GP Inc., a Delaware corporation, and its successors and permitted assigns as general partner of the Company or as the business entity with the ultimate authority to manage the business and operations of the Company.

Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, Section 2.06(b)(3), Section 2.06(b)(4), Section 2.06(d)(2) or Section 2.06(d)(3).

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Government Securities” means direct obligations of, or obligations Guaranteed by, the United States, and the payment for which the United States pledges its full faith and credit.

Grantors” means, collectively, the Issuers and the Guarantors.

Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. When used as a verb, “Guarantee” has a correlative meaning.

Guarantors” means any of: (1) the Subsidiaries of the Company, other than Finance Corp., executing this Indenture as initial Guarantors; and (2) the Restricted Subsidiaries of the Company that become Guarantors in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

Hedging Contracts” means, with respect to any specified Person:

(1)interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;

(2)foreign exchange contracts and currency protection agreements;

(3)any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and

(4)other agreements or arrangements designed to manage interest rates or interest rate risk or protect such Person or any of its Restricted Subsidiaries against fluctuations in commodity prices or currency exchange rates.

Hedging Obligations” means any and all indebtedness, debts, liabilities and other obligations, howsoever arising, of an Issuer or any Guarantor to the counterparties under Hedging Contracts (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, under the Hedging Contracts and all other obligations owed by the Issuers and the Guarantors to the counterparties under the Hedging Contracts, including any guarantee obligations in respect thereof.

Holder” means a Person in whose name a Note is registered.

Hydrocarbons” means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.

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IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary with total assets (based on Fair Market Value) as of such date, are less than $2.0 million, or together with all other such Immaterial Subsidiaries, with total assets (based on Fair Market Value) of less than $10.0 million; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if, directly or indirectly, it Guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, regardless of whether contingent:

(1)in respect of borrowed money;

(2)evidenced by or issued in exchange for bonds, notes, credit agreements, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)in respect of bankers’ acceptances;

(4)representing Capital Lease Obligations;

(5)representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or trade payable; or

(6)representing any obligations under Hedging Contracts,

if and to the extent any of the preceding items (other than letters of credit and obligations under Hedging Contracts) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (a) all Indebtedness of others secured by a Lien on any asset of the specified Person (regardless of whether such Indebtedness is assumed by the specified Person); provided, that the amount of such Indebtedness will be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person, and (b) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of FASB ASC 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

The amount of any Indebtedness outstanding as of any date will be:

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(1)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2)in the case of any Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable by such Person at such date;

(3)in the case of any letter of credit, the face amount thereof;

(4)the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and

(5)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)the Fair Market Value of such assets at the date of determination; and

(B)the amount of the Indebtedness of the other Person.

Notwithstanding the foregoing, the following shall not constitute “Indebtedness”:

(i)

accrued expenses and trade accounts payable arising in the ordinary course of business;

(ii)

any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other Liens, and the other applicable terms of the instrument governing such indebtedness;

(iii)

Hydrocarbon balancing liabilities incurred in the ordinary course of business;

(iv)

any unrealized losses or charges in respect of obligations under Hedging Contracts (including those resulting from the application of the FASB ASC 815) incurred in the ordinary course of business and not for speculative purposes;

(v)

any obligations in respect of (a) bid, performance, completion, surety, appeal and similar bonds, (b) bankers’ acceptances, (c) workers’ compensation claims, health or other types of social security benefits, unemployment or other insurance or self‑insurance obligations, reclamation and statutory obligations and (d) any Guarantees or standby letters of credit functioning as or supporting any of the foregoing bonds or obligations, to the extent not drawn; provided, however, that such bonds or obligations mentioned in subclause (a), (b), (c) or (d) of this clause (v) are incurred in the ordinary course of the business of the Company and its Restricted Subsidiaries and do not relate to obligations for borrowed money;

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(vi)

any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, earnouts, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of any business, assets or Capital Stock; provided that such obligation is not classified as debt on the face of the balance sheet of the Company or any Restricted Subsidiary;

(vii)

any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such obligation is extinguished within five Business Days of its incurrence;

(viii)

any Treasury Management Arrangement;

(ix)

any obligation arising out of advances on trade receivables, factoring of receivables, customer prepayments and similar transactions in the ordinary course of business and consistent with past practice; and

(x)

all contracts and other obligations, agreements, instruments or arrangements described in clauses (17), (28) and (29) of the definition of “Permitted Liens.”

Indenture” means this Indenture, as amended or supplemented from time to time.

Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

Initial Notes” means the first $155,520,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

Insolvency or Liquidation Proceeding” means:

(1)any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to an Issuer or any Guarantor;

(2)any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to an Issuer or any Guarantor or with respect to a material portion of their respective assets;

(3)any liquidation, dissolution, reorganization or winding up of an Issuer or any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4)any assignment for the benefit of creditors or any other marshalling of assets and liabilities of an Issuer or any Guarantor.

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Institutional Accredited Investor means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of June 12, 2020, between U.S. Bank National Association, as Priority Lien Agent (as defined therein), and U.S. Bank National Association, as Junior Lien Representative (as defined therein) and the other parties from time to time party thereto and acknowledged by the Issuers and the other Grantors as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Indenture.

Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

Investment Grade Rating” means a rating equal to or higher than:

(1)Baa3 (or the equivalent) by Moody’s;

(2)BBB- (or the equivalent) by S&P; or

(3)BBB- (or the equivalent) by Fitch,

or, if any such Rating Agency ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other Rating Agency.

Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding (1) commission, travel and similar advances to officers and employees made in the ordinary course of business and (2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Company will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the Fair Market Value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in Section 4.07(c). The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment made by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person on the date of any such acquisition in an amount determined as provided in Section 4.07(c). Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value or write-ups, write-downs or write-offs with respect to such Investment.

Issue Date” means the first date on which the Notes are issued under this Indenture.

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Issuers” has the meaning assigned to such term in the preamble.

Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of its Restricted Subsidiaries makes any Investment.

Junior Lien” means a Lien, junior to the Priority Liens to the extent and as provided in the Intercreditor Agreement and pari passu with or junior to the Liens securing the Notes, granted by an Issuer or any Guarantor to secure Junior Lien Obligations.

Junior Lien Debt” means (a) the Notes issued on the Issue Date and any related Note Guarantees, including any increase in principal amount as a result of a PIK Payment and any PIK Notes issued in respect thereof, and (b) any Additional Notes and any other Indebtedness (other than intercompany Indebtedness owing to the Company or any of its Subsidiaries) of an Issuer or any Guarantor (including any Permitted Refinancing Indebtedness in respect thereof to the extent permitted by the Intercreditor Agreement or this Indenture) that is incurred under clauses (5), (6) or (16) of Section 4.09(b), is secured by a Junior Lien and is also permitted to be incurred and so secured under each applicable Junior Lien Document; provided that, in the case of any Indebtedness referred to in this clause (b):

(1)such Indebtedness does not mature and does not have any mandatory or scheduled payments or sinking fund obligations prior to the maturity date of the Notes (except as a result of a customary change of control or asset sale repurchase offer provisions);

(2)on or before the date on which the first such Indebtedness is incurred by an Issuer or any Guarantor, the Issuers shall deliver to the Collateral Trustee, each Priority Lien Representative and Junior Lien Representative complete copies of each applicable Junior Lien Document (which shall provide that each secured party with respect to such Indebtedness shall be subject to and bound by the Intercreditor Agreement), along with an Officers’ Certificate certifying as to such Junior Lien Documents and identifying the obligations constituting Junior Lien Obligations;

(3)on or before the date on which any such Indebtedness is incurred by an Issuer or any Guarantor, such Indebtedness is designated by the Company, in an Officers’ Certificate delivered to the Junior Lien Representative and Collateral Trustee as “Junior Lien Debt,” and such Officers’ Certificate also certifies that such Indebtedness is permitted and with respect to any other requirements set forth in the Intercreditor Agreement;

(4)a Junior Lien Representative is designated with respect to such Indebtedness and executes and delivers an Additional Secured Debt Designation on behalf of itself and all holders of such Indebtedness;

(5)all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Lien to secure such additional Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (b) will be conclusively established, absent manifest error, if the Company delivers to the Collateral Trustee an Officers’

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Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Junior Lien Debt”); and

(6)such Indebtedness is pari passu in right of payment (it being understood that there may be different tranches of Junior Lien Debt with different maturities and amortization profiles, but the principal amount of Indebtedness under all such tranches must in all other respects be pari passu in right of payment) and does not have any senior or junior rights with respect to the application of proceeds from Collateral other than as provided in the Collateral Trust Agreement.

Junior Lien Debt Default” means, with respect to any Series of Junior Lien Debt, any event or condition which, under the terms of any Junior Lien Document governing such Series of Junior Lien Debt, causes, or permits holders of Junior Lien Debt outstanding thereunder to cause, the Junior Lien Debt outstanding thereunder to become immediately due and payable.

Junior Lien Documents” means, collectively, the Notes Documents and any additional indenture, credit agreement or other agreement or instrument pursuant to which Junior Lien Debt is incurred and the documents pursuant to which Junior Lien Obligations are granted.

Junior Lien Obligations” means Junior Lien Debt and all other Obligations in respect thereof.

Junior Lien Representative” means (a) the Trustee, in the case of the Notes and (b) in the case of any other Series of Junior Lien Debt, the trustee, agent or representative of the holders of such Series of Junior Lien Debt who is appointed as a representative of the Junior Lien Debt (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Junior Lien Debt, together with its successors in such capacity, and that executes and delivers an Additional Secured Debt Designation and a Collateral Trust Joinder in accordance with the provisions of the Collateral Trust Agreement.

Junior Lien Secured Party” means, at any time, the Collateral Trustee and each agent, trustee, noteholder, lender or issuing bank under Junior Lien Debt, in each case to the extent that the applicable Obligations are secured by Junior Liens, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Junior Lien Document, each other Person that provides letters of credit, guarantees or other credit support related thereto under any Junior Lien Document and each other holder of, or obligee in respect of, any Junior Lien Obligations, in each case to the extent designated as a secured party (or a party entitled to the benefits of the security) under any Junior Lien Document outstanding at such time.

Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, regardless of whether filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement.

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Majority Holders” means, with respect to any Series of Junior Lien Debt, the holders of more than 50% of the Junior Lien Obligations (determined as provided in the definition of “Required Junior Lien Debtholders”) in respect thereof.

Material Real Property” means (a) any individual real property owned in fee by the Company or any Guarantor if the Fair Market Value is greater than or equal to $2.0 million and (b) to the extent that the aggregate Fair Market Value of all real property owned by the Company or any Guarantors not then subject to a Mortgage in favor of the Collateral Trustee exceeds $5.0 million in the aggregate, any one or more individual real properties such that the remaining real property not then subject to a Mortgage in favor of the Collateral Trustee has an aggregate Fair Market Value of not more than $5.0 million.

Maximum Premium” means, with respect to any Indebtedness, the maximum make-whole, prepayment premium or similar payments payable in respect of such Indebtedness, determined as a percentage of the aggregate principal amount of the Indebtedness to which such payments apply.

Moody’s” means Moody’s Investors Service, Inc. or any successor to the ratings business thereof.

Mortgages” means the mortgages, deeds of trust, deeds to secure Indebtedness or other similar documents securing Liens on the Premises, as well as the other Collateral secured by and described in the mortgages, deeds of trust, deeds to secure Indebtedness or other similar documents.

Net Proceeds” means the aggregate amount of cash proceeds and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, but excluding any non-cash consideration deemed to be cash for purposes of Section 4.10), net of:

(1)the direct costs relating to such Asset Sale, including, without limitation, all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expense incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Sale;

(2)all payments made on any Indebtedness that is secured by any assets subject to such Asset Sale, in accordance with the terms of such Indebtedness, or that must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;

(3)all distributions and other payments required to be made to holders of minority interests in Subsidiaries or Joint Ventures as a result of such Asset Sale; and

(4)the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, or held in escrow, in either case for as long as required

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to be held as reserve or in escrow for adjustment in respect of the sale price or for indemnification or any liabilities associated with the assets disposed of in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale.

New First Lien Notes” means the Issuers’ 7.500% Senior Notes due 2025 to be issued on the Issue Date.

Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, in each case of clause (a) and (b) above, except for Customary Recourse Exceptions; and

(2)no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

Non-U.S. Person” means a Person who is not a U.S. Person.

Note Guarantee” means any Guarantee of the Issuers’ obligations under this Indenture and the Notes by any Guarantor in accordance with the provisions of this Indenture.

Notes Documents” means, collectively, this Indenture, the Notes, the Security Agreement, the Collateral Trust Agreement and each of the other Security Documents, in each case as each may be amended, restated, supplemented, modified, renewed, extended or refinanced in whole or in part from time to time.

Notes” means the Initial Notes and any PIK Notes or Additional Notes.  

Obligations” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities (including all interest, fees and expenses accruing after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the documentation with respect thereto, even if such interest, fees and expenses are not enforceable, allowable or allowed as a claim in such proceeding) and guarantees of payment of such Obligations under agreements governing Indebtedness of the Company or its Restricted Subsidiaries.

Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person (or, with respect to the Company, so long as it remains a partnership, the General Partner).

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Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company or two Officers of the General Partner, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of such Person, that meets the requirements of this Indenture pertaining to such certificates.

Operating Surplus” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date.

Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, Collateral Trustee or Registrar, as applicable, that meets the requirements of Section 12.05 or, if applicable, Section 2.06(b)(4). The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Company dated as of August 8, 2016 as in effect on the Issue Date and as such may be further amended, modified or supplemented from time to time.

Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of:

(1)a Subsidiary prior to the date on which such Subsidiary became a Restricted Subsidiary; or

(2)a Person that was merged or consolidated into the Company or a Restricted Subsidiary;

provided that on the date such Subsidiary became a Restricted Subsidiary or the date such Person was merged and consolidated into the Company or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto and to any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period:

(A)the Restricted Subsidiary or the Company, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09; or

(B)the Fixed Charge Coverage Ratio for the Restricted Subsidiary or the Company, as applicable, would be greater than the Fixed Charge Coverage Ratio for such Restricted Subsidiary or the Company immediately prior to such transaction.

Permitted Business” means either (a) gathering, transporting, compressing, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, including entering into obligations under Hedging

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Contracts in the ordinary course of business and not for speculative purposes to support these businesses and the development, manufacture and sale of equipment or technology related to these activities, or (b) any other business that generates any gross income that constitutes “qualifying income” under Section 7704(d) of the Internal Revenue Code.

Permitted Investments” means:

(1)any Investment (i) in the Company (including, without limitation, through purchases of Notes) or in a Domestic Subsidiary (other than an Excluded Domestic Subsidiary), (ii) between or among Foreign Subsidiaries or any Excluded Domestic Subsidiary or (iii) by one or more Foreign Subsidiaries or Excluded Domestic Subsidiaries in the Company or any Restricted Subsidiary other than an Excluded Domestic Subsidiary;

(2)any Investment in Cash Equivalents;

(3)any Investment by the Company or any Domestic Subsidiary in a Person, if as a result of such Investment:

(A)such Person becomes a Domestic Subsidiary; or

(B)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its properties or assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10;

(5)any Investment in any Person to the extent in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6)any Investment received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure by, or other transfer of title to, the Company or any of its Restricted Subsidiaries with respect to any secured Investment in default, or (b) litigation, arbitration or other disputes;

(7)Investments represented by obligations under Hedging Contracts;

(8)Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other deposits made in the ordinary course of business by the Company or any of its Restricted Subsidiaries;

(9)advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;

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(10)loans or advances to officers, directors or employees made in the ordinary course of business of the General Partner, the Company or any Restricted Subsidiary in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;

(11)repurchases of the Notes;

(12)advances and prepayments for asset purchases in the ordinary course of business in a Permitted Business of the Company or any of its Restricted Subsidiaries;

(13)receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(14)any Guarantee of Indebtedness permitted to be incurred by Section 4.09 other than a Guarantee of Indebtedness of an Affiliate of the Company that is not a Restricted Subsidiary;

(15)any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;

(16)surety and performance bonds and workers’ compensation, utility, lease, tax, performance and similar deposits and prepaid expenses in the ordinary course of business;

(17)guarantees by the Company or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Company or any such Restricted Subsidiary in the ordinary course of business;

(18)Investments received as a result of the foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment in default;

(19)Investments in any Restricted Subsidiary having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) at any one time outstanding that do not exceed $25.0 million;

(20)Investments acquired after the Issue Date as a result of the acquisition by the Company or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries, or all or substantially all of the assets of another Person, in each case, in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or

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consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and

(21)other Investments in any Person (including Investments in any Joint Venture) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (21) that are at the time outstanding, that do not exceed the greater of (a) $50.0 million and (b) 7.5% of the Company’s Consolidated Net Tangible Assets; provided, however, that at the time of making any Investment pursuant to this clause (21) (i) the Total Leverage Ratio, after giving effect to such Investment, is below 4.0 to 1.0 and (ii) the Company expects in good faith that the Total Leverage Ratio, when calculated upon the completion of its financial statements for the following two fiscal quarters, would be below 4.0 to 1.0; provided further, however, that if any Investment pursuant to this clause (21) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Restricted Subsidiary.

Permitted Liens” means:

(1)Liens on assets (other than the Collateral) securing Indebtedness incurred pursuant to Section 4.09(b)(1) and related ABL Hedge Agreements and Cash Management Obligations;

(2)Liens securing (a) the Notes, the Note Guarantees and other Junior Lien Debt and (b) the Existing First Lien Notes, the New First Lien Notes and other Priority Lien Debt;

(3)Liens in favor of an Issuer or any of the Guarantors;

(4)Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary or such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or any Restricted Subsidiary;

(5)Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company, including any acquisition by means of a merger or consolidation with or into the Company or a Restricted Subsidiary, provided that such Liens were in existence prior to such acquisition;

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(6)Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of Section 4.09(b) covering only the assets acquired with or financed by such Indebtedness;

(7)Liens, pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

(8)landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or similar Liens arising by contract or statute in the ordinary course of business and with respect to amounts that are not yet delinquent or are being contested in good faith by appropriate proceedings;

(9)Liens on any asset or property acquired, constructed or improved by the Company or any of its Restricted Subsidiaries; provided that:

(A)the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under this Indenture and does not exceed the greater of (i) the cost of the asset or property so acquired, improved or constructed plus related financing costs and (ii) the Fair Market Value of the asset or property so acquired, improved or constructed, measured at the date of such acquisition, or the date of completion of such improvement or construction; and

(B)such Liens are created within 180 days of the later of the acquisition, lease, completion of improvements, development, construction, repairs or additions or commencement of full operation of the assets or property subject to such Lien and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto (including the proceeds thereof, accessions thereto, upgrades thereof and improvements thereto);

(10)Liens to secure Indebtedness of Restricted Subsidiaries that are not Guarantors permitted under Section 4.09; provided that such Liens may not extend to any property or assets of the Company or any Guarantor other than the Capital Stock of any non-Guarantor Restricted Subsidiaries;

(11)Liens existing on the Issue Date;

(12)Liens to secure the performance of tenders, bids, statutory obligations, surety or appeal bonds, trade contracts, government contracts, operating leases, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

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(13)Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted Subsidiary to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture;

(14)Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(15)Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(16)survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, leases and subleases of real property, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries, considered as a single enterprise;

(17)Liens on pipelines or pipeline facilities that arise by operation of law;

(18)Liens arising under operating agreements, joint venture agreements, partnership agreements, construction agreements, oil and gas leases, farmout agreements, division orders, contracts for the purchase, gathering, processing, treatment, sale, transportation or exchange of Hydrocarbons, unitization and pooling designations, declarations, orders and agreements, area of mutual interest agreements, development agreements, participating agreements, gas balancing agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, and other agreements arising in the ordinary course of business of the Company and its Restricted Subsidiaries that are customary in the Permitted Business;

(19)Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof) and that such Lien has the same priority as such prior Lien;

(20)filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(21)Liens upon specific items of inventory, receivables or other goods or proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or proceeds;

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(22)bankers’ Liens, rights of setoff, Liens arising out of judgments, attachments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(23)Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(24)Liens to secure performance of Hedging Obligations of the Company or any of its Restricted Subsidiaries and/or Obligations with respect to Treasury Management Arrangements, in each case, incurred in the ordinary course of business;

(25)Liens on insurance policies and proceeds thereof, or other deposits, to secure any insurance premium financing under customary terms and conditions, provided that no such Lien to secure any insurance premium financing may extend to or cover any assets or property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto;

(26)grants of software and other technology licenses in the ordinary course of business;

(27)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(28)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(29)Liens on, or related to, properties or assets to secure all or part of the costs incurred in the ordinary course of a Permitted Business for gathering, transporting, compressing, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, including entering into Hedging Contracts to support these businesses and the development, manufacture or sale of equipment or technology related to these activities;

(30)Liens arising under this Indenture in favor of the Trustee under this Indenture for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under this Indenture; provided that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of the Indebtedness;

(31)Liens incurred in the ordinary course of business (other than in respect of Liens securing Indebtedness for borrowed money) by the Company or any Restricted Subsidiary, with respect to obligations at any one time outstanding not to exceed $35.0 million;

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(32)Liens incurred in respect of cash collateral to secure letters of credit incurred pursuant to clause (15)(B) of Section 4.09(b); and

(33)any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (2) and (3) above, provided that (a) the principal amount of the Indebtedness secured by such Lien is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection therewith and by an amount equal to any existing commitments unutilized thereunder and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby (other than improvements thereon, accessions thereto and proceeds thereof).

Notwithstanding anything to the contrary set forth in this Indenture, the aggregate principal amount of Junior Lien Debt (including the Notes) at any one time outstanding that is secured by Liens that are pari passu with the Liens securing the Notes pursuant to clauses (1) through (33) above shall not exceed $235,000,000; provided, however, that amounts of Junior Lien Debt outstanding at any time representing the accrual of PIK Interest shall not count against such cap.

Permitted Prior Liens” means Liens described in clauses (2)(b), (4), (5), (6), (7), (8), (9), (15)(a), (17) and (22) of the definition of “Permitted Liens.”

Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries, any Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary (a) issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to or a deferral or renewal of (clauses (a) and (b), collectively a “Refinancing,” and the term “Refinanced” has a correlative meaning) any other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness), any Disqualified Stock of the Company or any preferred stock of a Restricted Subsidiary in a principal amount or, in the case of Disqualified Stock of the Company or preferred stock of a Restricted Subsidiary, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing) the lesser of:

(1)the principal amount, or in the case of Disqualified Stock or preferred stock, liquidation preference, of the Indebtedness, Disqualified Stock or preferred stock so Refinanced (plus in the case of Indebtedness, the amount of premium, if any paid in connection therewith); and

(2)if the Indebtedness being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing.

Notwithstanding the preceding, no Indebtedness, Disqualified Stock or preferred stock will be deemed to be Permitted Refinancing Indebtedness, unless:

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(1)

such Indebtedness, Disqualified Stock or preferred stock has a final maturity date no earlier than the final maturity date or redemption date, as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or preferred stock being Refinanced;

(2)

if such Indebtedness, Disqualified Stock or preferred stock being Refinanced is subordinated or otherwise junior in right of payment to the Notes or the Note Guarantees, such Indebtedness (and any related Guarantee), Disqualified Stock or preferred stock is subordinated or otherwise junior in right of payment to the Notes or the Note Guarantees on terms at least as favorable to the Holders of Notes as those contained in the documentation governing such Indebtedness, Disqualified Stock or preferred stock being Refinanced at the time of the Refinancing; and

(3)

such Indebtedness or Disqualified Stock is incurred or issued by the Company or such Indebtedness or preferred stock are incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the Disqualified Stock or preferred stock being Refinanced; provided that a Restricted Subsidiary that is also a Guarantor may guarantee Permitted Refinancing Indebtedness incurred by the Company, regardless of whether such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being Refinanced.

Notwithstanding the preceding, any Indebtedness incurred under the ABL Facility pursuant to Section 4.09 shall be subject only to the refinancing provision in the definition of ABL Facility and not pursuant to the requirements set forth in this definition of Permitted Refinancing Indebtedness.

Person” means any individual, corporation, partnership, joint venture, association, joint‑stock company, trust, unincorporated organization, limited liability company or government or other entity.

preferred stock” of any Person, means (a) Disqualified Stock of such Person and (b) any Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

Premises” means any property that is required hereunder to be subject to a Mortgage in favor of the Collateral Trustee.

Priority Lien” means a Lien granted by the Company or any Guarantor in favor of the Priority Lien Collateral Trustee, at any time, upon any Property of the Company or such other Guarantor to secure Obligations under the Priority Lien Documents.

Priority Lien Collateral Trustee” means U.S. Bank National Association, as collateral trustee for the holders of Priority Lien Obligations designated pursuant to the terms of the Priority Lien Documents and the Intercreditor Agreement, in each case, together with its successors and assigns.

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Priority Lien Debt” means (a) the Existing First Lien Notes and the New First Lien Notes and (b) any other Indebtedness incurred pursuant to clause (2)(B) or (5) (insofar as such Indebtedness incurred under clause (5) refunds, refinances, extends, replaces, renews or defeases Indebtedness originally incurred under clause (2)) of Section 4.09(b) (and any guarantees thereof) that are secured equally and ratably with the Priority Lien Obligations by a Priority Lien that is permitted to be incurred and so secured under the terms of each applicable Priority Lien Document; provided, in the case of any additional Indebtedness referred to in this clause (b), that:

(1)on or before the date on which the first such Indebtedness is incurred by an Issuer or any Guarantor, the Issuers shall deliver to each Priority Lien Representative and Junior Lien Representative complete copies of each applicable Priority Lien Document (which shall provide that each secured party with respect to such Indebtedness shall be subject to and bound by the Intercreditor Agreement), along with an Officers’ Certificate certifying as to such Priority Lien Documents and identifying the obligations constituting Priority Lien Obligations;

(2)on or prior to the date of incurrence of such Indebtedness by the Company or any Guarantor, such Indebtedness is designated by the Company, in an Officers’ Certificate delivered to each Priority Lien Representative and Junior Lien Representative, as “Priority Lien Debt” for the purposes of the Priority Lien Documents;

(3)a Priority Lien Representative is designated with respect to such Indebtedness and executes and delivers an Additional Secured Debt Designation on behalf of itself and all holders of such Indebtedness;

(4)all relevant filings and recordations necessary to ensure that such Indebtedness is secured by the collateral in accordance with the applicable security documents are authorized, executed (if applicable) and recorded in each appropriate jurisdiction (provided that this clause (4) may be satisfied on a post-closing basis if permitted by the Priority Lien Representative); and

(5)all other requirements set forth in the Intercreditor Agreement or applicable security documents as to the confirmation, grant or perfection of the Liens of the holders of Priority Lien Debt to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (5) will be conclusively established if the Issuers deliver to the Priority Lien Representative an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Priority Lien Debt”).

Priority Lien Documents” means any indenture (including the indenture governing the Existing First Lien Notes and the New First Lien Notes), credit agreement or other agreement pursuant to which any Priority Lien Debt is incurred and secured in accordance with the terms of each applicable Priority Lien Document and the Security Documents related thereto (other than any Security Documents that do not secure Priority Lien Obligations).

Priority Lien Obligations” means the Priority Lien Debt and all other Obligations (as defined under the applicable Priority Lien Document) in respect thereof.

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Priority Lien Representative” means in the case of any Series of Priority Lien Debt, the agent or trustee who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a representative of such Series of Priority Lien Debt (for purposes related to the administration of the applicable Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Priority Lien Debt and that executes and delivers an Additional Secured Debt Designation and a Collateral Trust Joinder in accordance with the provisions of the collateral trust agreement among the Priority Lien Secured Parties or their representatives.

Priority Lien Secured Party” means, at any time, the Priority Lien Collateral Trustee and each agent, trustee, noteholder, lender or issuing bank under Priority Lien Debt, in each case to the extent that the applicable Obligations are secured by Priority Liens, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Priority Lien Document, each other Person that provides letters of credit, guarantees or other credit support related thereto under any Priority Lien Document and each other holder of, or obligee in respect of, any Priority Lien Obligations, in each case to the extent designated as a secured party (or a party entitled to the benefits of the security) under any Priority Lien Document outstanding at such time.

Private Placement Legend” means the legend set forth in Section 2.06(f)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

QIB” means a “qualified institutional buyer” as defined in Rule 144A.

Qualifying Owners” means any of (i) TETRA Technologies, Inc. and its subsidiaries, (ii) the officers, directors and management employees of the General Partner, the Company and the subsidiaries of the Company and (iii) any Person controlled by any of the Persons described in any of clauses (i) or (ii) of this definition.

Rating Agency” means each of S&P, Moody’s and Fitch, or if (and only if) any of S&P, Moody’s or Fitch shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company, which shall be substituted for S&P, Moody’s or Fitch, as the case may be.

Rating Category” means:

(1)with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories);

(2)with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and

(3)with respect to Fitch, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories).

Rating Decline” means a decrease in the rating of the Notes by any of Moody’s, S&P or Fitch by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In determining whether the rating of the Notes has decreased by one or more

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gradations, gradations within Rating Categories, namely + or - for each of S&P and Fitch and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB- to B+ will constitute a decrease of one gradation.

Regulation S” means Regulation S promulgated under the Securities Act.

Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee.

Reporting Default” means an Event of Default described in subclause (b) of Section 6.01(5).

Required Junior Lien Debtholders” means, at any time, the holders of more than 50% of the sum of (as determined by the Junior Lien Representatives):

(1)the aggregate outstanding principal amount of Junior Lien Debt (including outstanding letters of credit (unless fully cash collateralized in accordance with the terms of the relevant Junior Lien Documents, fully supported by a letter of credit satisfactory to the issuer of the letter of credit supported thereby or otherwise supported in a manner satisfactory to the respective issuer thereof) whether or not then available or drawn but excluding Hedging Obligations); and

(2)other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Junior Lien Obligations.

Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

Restricted Global Note” means a Global Note bearing the Private Placement Legend.

Restricted Investment” means an Investment other than a Permitted Investment.

Restricted Note” means a Restricted Definitive Note or a Restricted Global Note.

Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

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

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Rule 144 means Rule 144 promulgated under the Securities Act.

Rule 144A” means Rule 144A promulgated under the Securities Act.

Rule 903” means Rule 903 promulgated under the Securities Act.

Rule 904” means Rule 904 promulgated under the Securities Act.

S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating business thereof.

SEC” means the United States Securities and Exchange Commission.

Secured Debt” means any Priority Lien Debt or Junior Lien Debt.

Secured Leverage Ratio” means at any date of determination, the ratio of (i) the aggregate principal amount of Secured Debt outstanding at such date to (ii) the Consolidated Cash Flow of the Company for the four most recent full fiscal quarters for which internal financial statements are available ending on or prior to the date of determination; provided that such Secured Leverage Ratio will be determined on a pro forma basis in a manner consistent with the definition of Fixed Charge Coverage Ratio.

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

Security Agreement” means the Pledge and Security Agreement dated as of the Issue Date (as may be further amended, restated, supplemented or otherwise modified from time to time) among the Issuers, the Guarantors from time to time party thereto and the Collateral Trustee.

Security Documents” means the Collateral Trust Agreement, the Security Agreement and all security agreements, pledge agreements, Mortgages, deeds of trust, collateral assignments, collateral agency agreements, debentures, control agreements or other grants or transfers for security executed and delivered by an Issuer or any Guarantor (including, without limitation, financing statements under the Uniform Commercial Code of the relevant state) creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee or notice of such pledge, grant or assignment is given, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of the Collateral Trust Agreement.

Senior Debt” means:

(1)all Indebtedness of the Company or any of its Restricted Subsidiaries outstanding under the ABL Facility and all obligations under ABL Hedge Agreements and Cash Management Obligations with respect thereto;

(2)the Notes and any other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any Note Guarantee; and

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(3)all Obligations with respect to the items listed in the preceding clauses (1) and (2) of this definition.

Notwithstanding anything to the contrary in the preceding sentence, Senior Debt will not include:

(A)

any intercompany Indebtedness of the Company or any of its Restricted Subsidiaries to the Company or any of its Affiliates;

(B)

any Indebtedness that is incurred in violation of this Indenture; or

(C)

any trade payables or taxes owed or owing by the Company or any of its Restricted Subsidiaries.

Series of Junior Lien Debt” means, severally, the Notes and each other issue or series of Junior Lien Debt.

Series of Priority Lien Debt” means, severally each issue or series of Priority Lien Debt.

Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance with the terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof; provided that, in the case of debt securities that are by their terms convertible into Capital Stock (or cash or a combination of cash and Capital Stock based on the value of the Capital Stock) of the Company, any obligation to offer to repurchase such debt securities on a date(s) specified in the original terms of such securities, which obligation is not subject to any condition or contingency, will be treated as a Stated Maturity date of such convertible debt securities.

Subordinated Debt” means Indebtedness of the Company or a Guarantor that is contractually subordinated in right of payment (by its terms or the terms of any document or instrument relating thereto) to the Notes or the Note Guarantee of such Guarantor, as applicable.

Subsidiary” means, with respect to any specified Person:

(1)any corporation, association or other business entity (other than a partnership or a limited liability company) of which more than 50% of the total voting power of its Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

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(2)any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

Total Leverage Ratio” means at any date of determination, the ratio of (i) the aggregate principal amount of the sum of Secured Debt and unsecured Indebtedness in respect of money borrowed outstanding at such date to (ii) the Consolidated Cash Flow of the Company for the four most recent full fiscal quarters for which internal financial statements are available ending on or prior to the date of determination; provided that such Total Leverage Ratio will be determined on a pro forma basis in a manner consistent with the definition of Fixed Charge Coverage Ratio.

Transaction Costs” means any legal, professional and advisory fees or other transaction costs and expenses paid (regardless of whether incurred) by the Company or any Restricted Subsidiary in connection with (i) any acquisitions by the Company or any Restricted Subsidiary, (ii) any incurrence of Indebtedness or Disqualified Stock by the Company or any Restricted Subsidiary or any refinancing thereof, or any issuance of other equity securities or (iii) any reorganization or recapitalization of the capital structure of the Company, the Company or the General Partner or Subsidiaries thereof, in each case permitted under this Indenture.

Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other bank products or cash management services.

Treasury Rate” means, as of any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 which has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2023; provided, however, that if the period from the redemption date to April 1, 2023 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2023 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Triggering Event” means a Junior Lien Debt Default under any Junior Lien Document; provided that a Triggering Event is not deemed to have occurred unless the principal amount or

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termination amount of any such Indebtedness with respect to which a Junior Lien Debt Default has occurred, together with the principal amount of any other Indebtedness under which there has been a Junior Lien Debt Default, aggregates $25.0 million or more.

Trustee” means U.S. Bank National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

U.S.” and “United States” mean the United States of America.

Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

Unrestricted Note” means an Unrestricted Definitive Note or an Unrestricted Global Note.

Unrestricted Subsidiary” means any Subsidiary of the Company (other than Finance Corp.) that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)has no Indebtedness other than Non-Recourse Debt owing to any Person other than the Company or any of its Restricted Subsidiaries;

(2)is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(3)has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation.

All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.

U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

Voting Stock” of any specified Person as of any date means the Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of Capital Stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person; provided that, with respect to a limited partnership or other entity which does not have a Board of Directors, Voting Stock means the Capital Stock of

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the general partner of such limited partnership or other business entity with the ultimate authority to manage the business and operations of such Person.

Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

Section 1.02  Other Definitions

.

Term

Defined in Section

“Affiliate Transaction”

4.11

“Alternate Offer”

4.14

“Asset Sale Offer”

4.10

“Authentication Order”

2.02

“Change of Control Offer”

4.14

“Change of Control Payment”

4.14

“Change of Control Settlement Date”

4.14

“Covenant Defeasance”

8.03

“DTC”

2.03

“Event of Default”

6.01

“Excess Proceeds”

4.10

“Incremental Funds”

4.07

“incur”

4.09

“Legal Defeasance”

8.02

“MFN Debt”

4.09

“Offer Amount”

4.10

“Offer Period”

4.10

“Paying Agent”

2.03

“Payment Default”

6.01

“Permitted Debt”

4.09

"PIK Interest"

Form of Note

"PIK Note"

Form of Note

"PIK Payment"

Form of Note

“Pro Rata Amount”

4.10

“Purchase Date”

4.10

“Registrar”

2.03

“Restricted Payments”

4.07

“Trailing Four Quarters”

4.07

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Section 1.03  Incorporation by Reference of Trust Indenture Act

.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

indenture securities” means the Notes;

indenture security Holder” means a Holder of a Note;

indenture to be qualified” means this Indenture;

indenture trustee” or “institutional trustee” means the Trustee; and

obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04  Rules of Construction

.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)“including” is not limiting;

(5)words in the singular include the plural, and in the plural include the singular;

(6)“will” shall be interpreted to express a command;

(7)provisions apply to successive events and transactions;

(8)all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

(9)references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

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ARTICLE 2
THE NOTES

Section 2.01Form and Dating

.

(a)General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that PIK Payments may result in Notes being issued in denominations of $1.00 and integral multiples of $1.00.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and PIK Payments. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06.

(c)[Reserved].

(d)Additional Notes. Subject to compliance with the provisions of this Indenture, the Issuers may issue Additional Notes under this Indenture after the Issue Date in an unlimited aggregate principal amount.

Section 2.02Execution and Authentication

.

At least one Officer must sign the Notes for each Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

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The Trustee will authenticate: (i) for original issue on the Issue Date, Initial Notes in the aggregate principal amount of $155,520,000, (ii) any PIK Note issued as a result of a PIK Payment in accordance with Section 2.13 and the terms of the Notes, and (iii) any amount of Additional Notes specified by the Issuers, in each case, upon receipt of a written order of the Issuers signed by two Officers (an “Authentication Order”). Such order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof and (b) whether the Notes are Restricted Notes or Unrestricted Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes. Nothing in this paragraph shall be deemed to modify, replace or otherwise affect the restrictions on transfer applicable to Restricted Notes set forth in Section 2.06.

Section 2.03Registrar and Paying Agent

.

The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency in the Borough of Manhattan, The City of New York, where Notes may be presented for payment (“Paying Agent”). Unless otherwise designated by the Issuers by written notice to the Trustee, each such office or agency shall be the Trustee’s office in the Borough of Manhattan, The City of New York.

The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. Either Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

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Section 2.04Paying Agent to Hold Money in Trust

.

The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, or premium, if any, or interest on, the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or one of its Subsidiaries) will have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee will serve as Paying Agent for the Notes.

Section 2.05Holder Lists

.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Section 2.06Transfer and Exchange

.

(a)Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if:

(1)the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary;

(2)the Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; or

(3)there has occurred and is continuing an Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, Section 2.07 or Section 2.10, shall be authenticated and

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delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c).

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1), the transferor of such beneficial interest must deliver to the Registrar either:

(A)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in

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Section 2.06(b)(1). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g).

(3)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) and the Registrar receives the following:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(b)(4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private

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Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to this Section 2.06(b)(4) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.06(b)(4).

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

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(F)if such beneficial interest is being transferred to one or both Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)[Reserved].

(3)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(c)(3), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to

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exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2), the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including

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the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F)if such Restricted Definitive Note is being transferred to one or both Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the

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Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to Section 2.06(d)(2) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

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(B)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT), OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY), THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH CSI COMPRESSCO LP AND CSI

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COMPRESSCO FINANCE INC. (COLLECTIVELY, THE “ISSUERS”) OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY, OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY OF THEIR SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUERS AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFER TO THE TRUSTEE.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE

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INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF CSI COMPRESSCO LP OR CSI COMPRESSCO FINANCE INC. (COLLECTIVELY, THE “ISSUERS”).

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(g)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(2)No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange,

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but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10, Section 3.06, Section 4.10, Section 4.14 and Section 9.05).

(3)The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)Neither the Registrar nor the Issuers will be required:

(A)to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection;

(B)to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C)to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(7)The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

(8)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by electronic transmission.

Section 2.07Replacement Notes

.

If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must

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be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Issuers or an Affiliate of either Issuer holds the Note; provided, however that Notes held by either of the Issuers or a Subsidiary of either Issuer shall be deemed to be not outstanding for purposes of Section 3.07(a).

If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a “protected purchaser” as defined in Section 8-303 of the Uniform Commercial Code.

If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09Treasury Notes

.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by any Issuer or Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with any Issuer or Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee actually knows are so owned will be so disregarded.

Section 2.10Temporary Notes

.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

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Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11Cancellation

.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirements of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Issuers upon written request. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01. The Issuers will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date, provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) will send or cause to be sent to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13PIK Interest

The Company may elect to pay a portion of the interest payable on the Notes in kind as set forth in the Notes.  The Issuers shall deliver a notice to the Trustee, not less than five Business days prior to the record date immediately preceding such interest payment date, setting forth the Issuers’ election to pay cash or PIK Interest with respect to the portion of interest that may be paid in kind as set forth in the Notes with respect to such interest payment date. In the absence of an election notice made by the Issuers as set forth in this Section 2.13 for any interest payment date, interest on the Notes will be payable on such interest payment date as if the Issuers had elected to pay PIK Interest with respect to the portion of interest that may be paid in kind as set forth in the Notes.

Any payment of PIK Interest shall be made in such form and on terms as specified in the Notes, and the Issuers shall and the Trustee may take additional steps as necessary to effect such PIK Payment.

Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or purchase of the Notes as described under Sections 3.07, 3.09, 4.10 or 4.15 or in connection with the final maturity of the Notes will be made solely in cash at the Cash Interest Rate.

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ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01Notices to Trustee

.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1)the clause of this Indenture pursuant to which the redemption shall occur;

(2)the redemption date;

(3)the principal amount of Notes to be redeemed; and

(4)the redemption price.

Section 3.02Selection of Notes to Be Redeemed or Purchased

.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase by lot, unless otherwise required by law or applicable stock exchange or requirements of the Depositary.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof (or amounts of $1.00 or integral multiples of $1.00 in the case of any PIK Notes). Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03Notice of Redemption

.

Subject to the provisions of Section 4.10 and Section 4.14, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail (or, in the case of Notes in global form, pursuant to the Applicable Procedures of the Depositary), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or Article 11.

The notice will identify the Notes to be redeemed and will state:

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(1)the redemption date;

(2)the redemption price;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4)the name and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes and

(9)if such redemption or notice is subject to satisfaction of one or more conditions precedent, that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

At the Issuers’ request, the Trustee will give the notice of redemption in the Issuers’ names and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days prior to the redemption date (unless a shorter time is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption

.

Once notice of redemption is sent in accordance with Section 3.03, Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. Any redemption or notice of redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent.

Section 3.05Deposit of Redemption or Purchase Price

.

At least one Business Day prior to the redemption or purchase date, the Issuers will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of, and accrued interest, if any, on all Notes to be redeemed or purchased on that date (including any PIK Notes or any increased principal amount of Notes sufficient to pay PIK

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Interest). The Trustee or the Paying Agent will promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest, if any, on all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

Section 3.06Notes Redeemed or Purchased in Part

.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07Optional Redemption

.

(a)Prior to April 1, 2023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes outstanding under this Indenture (which may include Additional Notes) with an amount of cash not greater than the amount of the net cash proceeds from one or more Equity Offerings at a redemption price equal to 110.000% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed to, but not including, the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that

(1)at least 65% of the aggregate principal amount of the Notes issued on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding after each such redemption; and

(2)the redemption occurs within 180 days after the closing of such Equity Offering.

(b)At any time and from time to time prior to April 1, 2023, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest thereon to, but not including, the redemption date, subject to the rights of Holders of the Notes on the relevant record date to receive interest on the relevant interest payment date.

(c)On and after April 1, 2023, the Company may redeem all or a part of the Notes, from time to time, at the following redemption prices (expressed as a percentage of the principal

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amount) plus accrued and unpaid interest on the Notes redeemed to, but not including, the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year

Redemption Price

2023

107.500%

2024

105.000%

2025

100.000%

 

(d)In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as set forth in Section 4.14(c)) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in Section 4.14, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the rights of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06.

ARTICLE 4
COVENANTS

Section 4.01Payment of Notes

.

The Issuers will pay or cause to be paid the principal of, premium, if any, on, and cash interest on, and increase the principal amount of the Notes or issue PIK Notes to pay the PIK Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and cash interest and any PIK Notes or any increased principal amount of Notes sufficient to pay all PIK Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and cash interest, if any, then due, and upon delivery of an Authentication Order to the Trustee on or prior to the due date of any PIK Notes to be authenticated and delivered or any increased principal amount of the applicable Global Notes sufficient to pay all PIK Interest then due.

The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the then applicable interest rate on the Notes to the extent lawful. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period) at the same rate to the extent lawful.

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Section 4.02Maintenance of Office or Agency.

The Issuers will maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co‑registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Issuers will give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03.

Section 4.03Reports.

(a)Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee:

(1)all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

(2)all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

(b)The Company will be deemed to have furnished such reports and information described in Section 4.03(a) to the Holders (and the Trustee shall be deemed to have delivered such reports and information to the Holders of the Notes) if the Company has filed such reports or information, respectively, with the SEC using the EDGAR filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed, with the SEC using the EDGAR filing system (or any successor filing system of the

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SEC) or on the Company’s website or are otherwise available to Holders of Notes through internet access.

(c)For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non‑GAAP financial measures contained therein.

(d)Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.

(e)Notwithstanding the foregoing, if a direct or indirect parent of the Company files reports with the SEC in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, then the Company shall be deemed to comply in full with this reporting covenant; provided that the financial statements of such direct or indirect parent of the Company are accompanied by the additional financial information required by the immediately following paragraph.

If:

(1)the Company elects to satisfy its obligations under this covenant with respect to financial information relating to the Company by furnishing financial information relating to a direct or indirect parent of the Company, and such financial information reflects the assets or operations of Subsidiaries of such direct or indirect parent of the Company that are not also Restricted Subsidiaries of the Company, or

(2)the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and the assets or operations of such Unrestricted Subsidiaries taken as a whole are material to the assets or operations of Company and all of its Subsidiaries taken as a whole, then the quarterly and annual financial information required by Section 4.03(a) through (d) above will include an additional summary presentation, either on the face of the financial statements, in the footnotes thereto, or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of any direct or indirect parent of the Company and/or the Unrestricted Subsidiaries of the Company, as applicable. The requirement to provide additional summary financial information required by this paragraph will be deemed satisfied if and when such information is posted on the website of the Company or any direct or indirect parent of the Company.

(f)Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which

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such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

(g)The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by this Section 4.03, the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(h)Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Section 4.04Compliance Certificate.

(a)The Issuers shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or premium, if any, or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

(b)So long as any of the Notes are outstanding, the Issuers will deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Section 4.05Taxes

.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of Notes.

Section 4.06Stay, Extension and Usury Laws.

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Each of the Issuers and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Issuers and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07Restricted Payments.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary);

(2)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt (other than any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a payment of interest or principal within one year of the Stated Maturity thereof; or

(4)make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) of this Section 4.07(a) being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment, (x) no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, (y) the Total Leverage Ratio at the time of making such Restricted Payment is below 4.0 to 1.0, after giving effect to such Restricted Payment and (z) the Company expects in good faith that its Total Leverage Ratio, when calculated upon the completion of its financial statements for the following two fiscal quarters, would be below 4.0 to 1.0, and either:

(I) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment (the “Trailing Four Quarters”) is not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other

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Restricted Payments made by the Company and its Restricted Subsidiaries during the fiscal quarter in which such Restricted Payment is made (excluding Restricted Payments permitted by clauses (2) through (12) and clauses (14) and
(15)
of Section 4.07(b)), is less than the sum, without duplication, of:

(A)Available Cash from Operating Surplus with respect to the Company’s preceding fiscal quarter (which shall not include, for the avoidance of doubt, the proceeds of any assignment, sale or other disposition of any Collateral); plus

(B)100% of the aggregate net cash proceeds, and the Fair Market Value of any Capital Stock of Persons engaged primarily in a Permitted Business or other long-term assets that are used or useful in a Permitted Business, in each case, received by the Company since March 22, 2018 from (i) a contribution to the common equity capital of the Company from any Person (other than a Restricted Subsidiary) or (ii) the issuance and sale (other than to a Restricted Subsidiary) of Equity Interests (other than Disqualified Stock) of the Company or from the issuance or sale (other than to a Restricted Subsidiary) of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Disqualified Stock); plus

(C)to the extent that any Restricted Investment that was made after March 22, 2018 is sold for cash or Cash Equivalents or otherwise cancelled, liquidated or repaid for cash or Cash Equivalents, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(D)the amount equal to the net reduction in Restricted Investments since March 22, 2018 resulting from (i) dividends, repayments of loans or advances, or other transfers of assets, in each case, to the Company or any of its Restricted Subsidiaries from any Person (including, without limitation, any Unrestricted Subsidiary) or (ii) designation of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash from Operating Surplus for any period commencing on or after March 22, 2018 (items (B), (C) and (D) being collectively referred to as “Incremental Funds”); minus

(E)the aggregate amount of Incremental Funds previously expended since March 22, 2018 pursuant to this clause (I) and clause (II) below; or

(II) if the Fixed Charge Coverage Ratio of the Company for the Trailing Four Quarters is less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries during the fiscal quarter in which such Restricted Payment is made (excluding Restricted Payments permitted by clauses (2) through (12) and clauses (14) and (15) of Section 4.07(b)), is less than the sum, without duplication, of:

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(A)$40.0 million, less the aggregate amount of all prior Restricted Payments made by the Company and its Restricted Subsidiaries pursuant to this clause (II)(A) since March 22, 2018; plus

(B)Incremental Funds to the extent not previously expended since March 22, 2018 pursuant to this clause (II) or clause (I) above;

provided, however, that the only Restricted Payments permitted to be made pursuant to this clause (II) are distributions on the Company’s common units, plus the related distributions on the General Partner’s general partner interest and any distributions with respect to incentive distribution rights.

(b)The provisions of Section 4.07(a) will not prohibit:

(1)the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Indenture;

(2)the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent (a) contribution (other than from a Restricted Subsidiary) to the equity capital of the Company or (b) sale (other than to a Restricted Subsidiary) of Equity Interests of the Company (other than Disqualified Stock), with a sale being deemed substantially concurrent if such Restricted Payment occurs not more than 120 days after such sale; provided, however, that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded (or deducted, if included) from the calculation of Available Cash from Operating Surplus and Incremental Funds;

(3)the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Debt with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;

(4)the payment of any dividend or distribution by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(5)as long as no Default has occurred and is continuing or would be caused thereby, the purchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary held by any of the current or former directors or employees of the General Partner, the Company or of any Restricted Subsidiary; provided, however, that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any fiscal year, with any portion of such $5.0 million amount that is unused in any fiscal year to be carried forward to successive fiscal years and added to such amount, plus, to the extent not previously applied or included (a) the cash proceeds received by the Company or any of its Restricted Subsidiaries from sales of Equity Interests of the Company to employees or directors of the General Partner, the Company or its Affiliates that occur after March 22, 2018 (to the extent the cash proceeds from the sale of such Equity Interests have not

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otherwise been applied to the payment of Restricted Payments by virtue of clause (I)(B) or (II)(B) of Section 4.07(a)) and (b) the cash proceeds of key man life insurance policies received by the Company or any of its Restricted Subsidiaries after March 22, 2018;

(6)the purchase, repurchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise of unit options, warrants, incentives, rights to acquire Equity Interests or other convertible securities if such Equity Interests represent a portion of the exercise or exchange price thereof, and any purchase, repurchase, redemption or other acquisition or retirement for value of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of unit options, warrants, incentives or rights to acquire Equity Interests;

(7)payments of cash, dividends, distributions, advances or other Restricted Payments, in each case, made in lieu of the issuance of fractional shares or units in connection with the exercise of warrants, options or other securities convertible or exchangeable for Equity Interests or in connection with the payment of a dividend or distribution to the holders of Equity Interests of the Company in the form of Equity Interests (other than Disqualified Stock) of the Company;

(8)the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company or any Restricted Subsidiary representing fractional units of such Equity Interests in connection with a merger or consolidation involving the Company or such Restricted Subsidiary or any other transaction permitted by this Indenture;

(9)payments to the General Partner constituting reimbursements for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended or replaced thereafter, provided that any such amendment or replacement is not materially less favorable to the Company in any material respect than the agreement prior to such amendment or replacement;

(10)as long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with the provisions of Section 4.09;

(11)in connection with an acquisition by the Company or any of its Restricted Subsidiaries, the return to the Company or any of its Restricted Subsidiaries of Equity Interests of the Company or its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification claims or purchase price adjustments;

(12)the distribution, dividend or other transfer (including by issuance or exchange) of shares of Capital Stock of any Unrestricted Subsidiary, or Indebtedness owed to the Company or a Restricted Subsidiary by an Unrestricted Subsidiary;

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(13)the purchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Debt (a) at a purchase price not greater than 101% of the principal amount of such Subordinated Debt plus accrued interest in accordance with provisions similar to Section 4.14 or (b) at a purchase price not greater than 100% of the principal amount thereof plus accrued interest in accordance with provisions similar to Section 4.10; provided that, prior to or simultaneously with such purchase, redemption, defeasance or other acquisition or retirement for value, the Company shall have complied with the provisions of Section 4.14 or Section 4.10, as the case may be, and repurchased all Notes validly tendered for payment in connection with the Change of Control Offer, Asset Sale Offer or Alternate Offer, as the case may be;

(14)distributions in respect of the Company’s common units in an amount not to exceed $0.04 per common unit per annum, which per annum rate shall be proportionally adjusted for distributions in kind, splits, reverse splits, combinations and similar events; and

(15)any Restricted Payment that at the time of making such Restricted Payment does not exceed an amount equal to 60% of the aggregate net cash proceeds of Equity Offerings after the Issue Date, less any amount of Restricted Payments made pursuant to this clause (b), so long as at the time of making such Restricted Payment (i) the Fixed Charge Coverage Ratio of the Company for the Trailing Four Quarters is not less than 1.75 to 1.0 and (ii) the amount of such Restricted Payment is less than the amount of Available Cash from Operating Surplus as of the most recent fiscal quarter end; provided, however, that the amount of any such net cash proceeds that are utilized for any such Restricted Payment pursuant to this clause (15) will be excluded (or deducted, if included) from the calculation of Available Cash from Operating Surplus and Incremental Funds.

(c)The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by the Company or a Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment, except that the Fair Market Value of any non-cash dividend or distribution paid within 60 days after the date of its declaration shall be determined as of such date of declaration. The Fair Market Value of any Restricted Investment, assets or securities that are required to be valued by this Section 4.07 will be determined in accordance with the definition of that term. For purposes of determining compliance with this Section 4.07, (x) in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (15) of Section 4.07(b), or is permitted pursuant to Section 4.07(a), the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment (or portion thereof) on the date made or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 4.07; and (y) in the event a Restricted Payment is made pursuant to clause (I) or (II) of Section 4.07(a), the Company will be permitted to classify whether all or any portion thereof is being (and in the absence of such classification shall be deemed to have classified the minimum amount possible as having been) made with Incremental Funds.

Section 4.08Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

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(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to pay dividends or make distributions on Capital Stock for purposes of this Section 4.08(a);

(2)make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any such Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances for purposes of this Section 4.08(a)); or

(3)transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b)However, the restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1)agreements or instruments governing Existing Indebtedness (as in effect on the Issue Date), and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate, provided that the encumbrances or restrictions contained in any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;

(2)this Indenture, the Notes (and any Additional Notes), the Note Guarantees, the Collateral Trust Agreement and the Security Documents;

(3)applicable law, rule, regulation, order, approval, license, permit or similar restriction;

(4)any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances or restrictions contained in any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings,

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replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, the incurrence of such Indebtedness was permitted by the terms of this Indenture;

(5)customary non-assignment provisions in contracts or licenses, easements or leases, in each case, entered into in the ordinary course of business;

(6)mortgage financings, security agreements or purchase money obligations, in each case, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a);

(7)any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(8)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)Liens permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;

(10)provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including, but not limited to, agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business or entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets and properties that are the subject of such agreements;

(11)any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition;

(12)encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(13)the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.09 and the terms of such preferred stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or

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liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);

(14)obligations under Hedging Contracts permitted under this Indenture;

(15)any agreement or instrument relating to Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary; provided that the encumbrances or restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (b) will not materially affect the Company’s ability to make payments with respect to the principal of, or the interest and premium, if any, on, the Notes, as determined in the reasonable good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the General Partner; and

(16)any other agreement governing Indebtedness permitted to be incurred by Section 4.09 and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions in such agreements are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those contained in this Indenture or the ABL Facility as in effect on the Issue Date.

Section 4.09Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”; with “incurrence” having a correlative meaning) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock, and will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that the Issuers may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any of the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if, for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, the Fixed Charge Coverage Ratio of the Company would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b)Notwithstanding the foregoing, the provisions of Section 4.09(a) will not prohibit the incurrence of any of the following items of Indebtedness or issuances of Disqualified Stock or preferred stock, as applicable (collectively, “Permitted Debt”):

(1)the incurrence by the Issuers or any Guarantor of Indebtedness and letters of credit under the ABL Facility, provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness at any one time outstanding under this

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clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) does not exceed $50.0 million;

(2)the incurrence by the Issuers or any Guarantor of Indebtedness represented by:

(A)the Notes and the Note Guarantees issued on the Issue Date, and any increase in principal amount of the Notes as a result of a PIK Payment and any PIK Notes issued in respect thereof; and

(B)Priority Lien Debt (including the New First Lien Notes issued on the Issue Date, which shall be deemed to be incurred pursuant to this clause (2)(B); provided that, immediately after giving effect to any such incurrence, the aggregate principal amount of Priority Lien Debt incurred under this clause (2)(B) then outstanding (including all Permitted Refinancing Indebtedness incurred to refinance any Indebtedness incurred pursuant to this clause (2)(B)) does not exceed $50.0 million;

(3)the incurrence by the Company or its Restricted Subsidiaries of Existing Indebtedness;

(4)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4) at any time; provided that, immediately after giving effect to any such incurrence, the principal amount of all Indebtedness incurred pursuant to this clause (4) and then outstanding does not exceed $35.0 million;

(5)the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value, any Indebtedness (other than intercompany Indebtedness) or Disqualified Stock of the Company, or Indebtedness (other than intercompany Indebtedness) or preferred stock of any Restricted Subsidiary, in each case, that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (2), (3), (4), (6), (12), (13) or (16) of this Section 4.09(b) or this clause (5);

(6)the incurrence by the Company or any of its Restricted Subsidiaries of (i) Permitted Refinancing Indebtedness constituting Junior Lien Debt in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value, Existing Unsecured Notes and (ii) Junior Lien Debt;

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provided that, immediately after giving effect to any such incurrence under this clause (6)(ii) then outstanding (including all Junior Lien Debt incurred to refinance any Indebtedness incurred under this clause (6)(ii)) does not exceed the greater of (a) $50.0 million and (b) an amount such that after giving effect to such incurrence, the Secured Leverage Ratio would not exceed 4.0 to 1.0;

(7)the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(A)if the Company or any Guarantor is the obligor on such Indebtedness and neither the Company nor a Guarantor is the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case where the Company is the obligor, or the Note Guarantee, in the case where a Guarantor is the obligor; and

(B)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8)the incurrence by the Company or any of its Restricted Subsidiaries of (a)  Hedging Obligations in the ordinary course of business and not for speculative purposes and (b) Cash Management Obligations in the ordinary course of business;

(9)the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this Section 4.09;

(10)the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of any preferred stock; provided, however, that:

(A)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary; and

(B)any sale or other transfer of any such preferred stock to a Person that is neither the Company nor a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (10);

(11)the incurrence by the Company or any of its Restricted Subsidiaries of liability in respect of the Indebtedness of any Unrestricted Subsidiary or any Joint Venture

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but only to the extent that such liability is the result of the Company’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of an Equity Interest in, such Unrestricted Subsidiary or Joint Venture and not as a guarantor of such Indebtedness; provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (11) and then outstanding does not exceed $25.0 million;

(12)the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness;

(13)the incurrence by any Foreign Subsidiary of Indebtedness that, in the aggregate together with all other Indebtedness of all Foreign Subsidiaries (including all Permitted Refinancing Indebtedness incurred to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value any Indebtedness incurred pursuant to this clause (13)), does not exceed $75.0 million;

(14)the incurrence by the Company or any Restricted Subsidiary of Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of the Company and its Restricted Subsidiaries;

(15)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting (A) reimbursement obligations with respect to letters of credit; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing or (B) any letters of credit outstanding on the Issue Date (whether or not drawn) not to exceed $10.0 million; and

(16)the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness and the issuance by the Company of any Disqualified Stock, provided that, after giving effect to any such incurrence or issuance, the amount of all such Indebtedness and Disqualified Stock incurred or issued pursuant to this clause (16) and then outstanding (including all Permitted Refinancing Indebtedness and Disqualified Stock incurred to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value any Indebtedness or Disqualified Stock incurred or issued pursuant to this clause (16)) does not exceed $35.0 million.

(c)Neither the Company nor any of its Restricted Subsidiaries will incur any Indebtedness that is subordinated in right of payment (including via any “first out” collateral proceeds waterfall or similar structure) to the ABL Facility or the First Lien Notes unless such Indebtedness is also subordinated in right of payment to the New Second Lien Notes.

(d)The Company and its Restricted Subsidiaries shall not be permitted to issue Junior Lien Debt secured by Liens that are pari passu with the Liens securing the Notes in a Refinancing of the Existing Unsecured Notes (whether in a single transaction or a series of related transactions) pursuant to clauses (6) and (16) of the definition of “Permitted Debt” that (a) bears an All-In Yield greater than the Notes or (b) has a final maturity date earlier than or a Weighted Average Life to Maturity lesser than the Notes (clause (a) or (b) above, collectively, the “MFN Debt”), in each case, without amending the Notes to provide for an increased interest rate that results in an

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equivalent All-In Yield to the MFN Debt, earlier final maturity date or earlier required payments of principal provided for under the terms of the MFN Debt. Within 20 Business Days following the issuance of any MFN Debt, the Company shall amend the indenture and the Notes to provide for the changes to the terms of the Notes set forth in the previous sentence, and any change in the accrual of interest shall be effective as of the date of issuance of the MFN Debt. For the avoidance of doubt, Holders of a majority in aggregate principal amount of the Notes may amend or waive the covenant set forth in this Section 4.09(d).

(e)For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (2) through (16) of Section 4.09(b), or is entitled to be incurred pursuant to Section 4.09(a), the Company will be permitted in its sole discretion to divide, redivide, classify or reclassify such item of Indebtedness on the date of its incurrence, and later divide, redivide, classify or reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. The accrual of interest or dividends with respect to preferred stock, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09, provided that, in each such case, the amount thereof is included in Fixed Charges of the Company as accrued to the extent required by the definition of such term. Further, the reclassification of any obligation of the Company or any of its Restricted Subsidiaries as Indebtedness due to a change in accounting principles will not be deemed an incurrence of Indebtedness for purposes of this Section 4.09.

(f)For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. The principal amount of any Permitted Refinancing Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10Asset Sales.

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(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company or any of its Restricted Subsidiaries, as the case may be, receives consideration (including by way of relief from, or any Person assuming responsibilities for, any liabilities (other than any contingent liabilities)) at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received by the Company or its Restricted Subsidiaries in the Asset Sale (considered together on a cumulative basis, with all consideration received by the Company or any of its Restricted Subsidiaries in respect of other Asset Sales consummated since March 22, 2018) is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(A)any liabilities, as shown on the Company’s or any of its Restricted Subsidiaries’ most recent balance sheet, of the Company or such Restricted Subsidiary (other than contingent liabilities and Subordinated Debt) that are assumed or forgiven by the transferee of any such assets pursuant to a novation or indemnity agreement (or other legal documentation with the same effect) that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability;

(B)any securities, notes or other obligations received by the Company or any of its Restricted Subsidiaries from such transferee that are, within 90 days after the Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

(C)any Additional Assets of the kind referred to in clause (2) of Section 4.10(b); and

(D)any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in respect of such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (D) since the date of this Indenture, not to exceed the greater of (i) $15.0 million and (ii) 2.0% of the Company’s Consolidated Net Tangible Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being determined in good faith by the Company at the time received in respect of an Asset Sale, and without giving effect to subsequent changes in value).

(b)Within 365 days after the receipt of any Net Proceeds from Asset Sales or, if the Company or any of its Restricted Subsidiaries has entered into a binding commitment or commitments with respect to any of the actions described in clauses (2) or (3) below, within the later of (x) 365 days after the receipt of any Net Proceeds from Asset Sales and (y) 180 days after

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the entering into of such commitment or commitments, the Company or any of its Restricted Subsidiaries may apply an amount equal to the amount of such Net Proceeds at its option to any combination of the following:

(1)to repay, redeem or repurchase (a) any Priority Lien Debt, (b) the Notes or (c) any other Junior Lien Debt; provided that if the Company shall so repay other Junior Lien Debt pursuant to clause (c), the Company shall have also used (or made an offer, in the case of clause (iii) below, with) a portion of such Net Proceeds pro rata in proportion to the amount thereof used to so repay other Junior Lien Debt (based on the respective principal amounts of the Notes and such other Junior Lien Debt prior to such repayment) (the “Pro Rata Amount”) to (i) redeem the Pro Rata Amount of Notes as provided under Section 3.07, (ii) purchase the Pro Rata Amount of Notes that may be repurchased through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (iii) make an offer to purchase the Pro Rata Amount of Notes pursuant to an offer made to all Holders in accordance with the procedures set forth in Section 4.10(c) for an Asset Sale Offer at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;

(2)in the case of Net Proceeds from Asset Sales other than Collateral, to repay, redeem or repurchase any Senior Debt, including any ABL Debt;

(3)to invest in or acquire Additional Assets; or

(4)to make capital expenditures in respect of a Permitted Business.

Pending the final application of any such Net Proceeds, the Company or any of its Restricted Subsidiaries may invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(c)An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (1) through (4) of Section 4.10(b) will constitute “Excess Proceeds.” Within ten Business Days after the aggregate amount of Excess Proceeds exceeds $30.0 million, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and other Junior Lien Debt to purchase, prepay or redeem with the Net Proceeds of such Asset Sales the maximum principal amount of Notes and other Junior Lien Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of repurchase, prepayment or redemption, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes or other Junior Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Trustee or agent for such other Junior Lien Debt to be purchased by lot (unless otherwise required by law), based on the

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amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that no Notes or other Junior Lien Debt purchased in part remain outstanding in an unauthorized principal denomination). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(d)Notwithstanding the foregoing paragraphs of this Section 4.10, the sale, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of Section 4.14 and/or Section 5.01 and not by this Section 4.10.

(e)The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, or compliance with this Section 4.10 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

(f)In the event that, pursuant to the preceding provisions of this Section 4.10, the Issuers are required to commence an Asset Sale Offer, the Issuers will follow the procedures specified below.

(1)The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other Priority Lien Debt as specified in Section 4.10(c) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

(2)If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(3)Upon the commencement of an Asset Sale Offer, the Company will send a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(A)that the Asset Sale Offer is being made pursuant to this Section 4.10 and the length of time the Asset Sale Offer will remain open;

(B)the Offer Amount, the purchase price and the Purchase Date;

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(C)that any Note not tendered or accepted for payment will continue to accrue interest;

(D)that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(E)that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or integral multiples of $1,000 in excess thereof (or in denominations of $1.00 or integral multiples of $1.00 in the case of any PIK Notes);

(F)that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book‑entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(G)that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a letter or electronic transmission setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(H)that, if the aggregate principal amount of Notes and other Priority Lien Debt surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other Priority Lien Debt to be purchased by lot (unless otherwise required by law) based on the principal amount of Notes and such other Priority Lien Debt surrendered (with such adjustments as may be deemed appropriate by the Company so that Notes or other Priority Lien Debt purchased in part remains outstanding in an unauthorized principal denomination); and

(I)that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

(4)On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.10. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes

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tendered by such Holder and accepted by the Company for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Section 4.11Transactions with Affiliates.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless:

(1)the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if in the good faith judgment of the Board of Directors of the Company, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from a financial point of view; and

(2)the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by either the Conflicts Committee of the Board of Directors of the Company (so long as the members of the Conflicts Committee approving the Affiliate Transaction or series of related Affiliate Transactions are disinterested) or a majority of the disinterested members of the Board of Directors of the Company, if any.

(b)The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a):

(1)any transaction or series of related transactions involving aggregate consideration of less than $5.0 million;

(2)any employment, consulting or similar agreement or arrangement, employee benefit plan, equity award, equity option, equity appreciation agreement or plan, officer or director indemnification agreement, restricted unit agreement, severance agreement or other compensation plan or arrangement entered into by the General Partner, the Company or any of its Restricted Subsidiaries in the ordinary course of business and

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payments, awards, grants or issuances of securities made pursuant to the foregoing agreements, arrangements or plans;

(3)transactions between or among the Company and/or its Restricted Subsidiaries;

(4)transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person;

(5)transactions effected in accordance with the terms of agreements that are identified in the Issuers’ Offering Memorandum dated April 17, 2020, in each case as such agreements are in effect on the Issue Date, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company in any material respect than the agreement so amended or replaced;

(6)payment of reasonable fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of, and compensation paid to, and indemnity, insurance or other benefits provided on behalf of, officers, directors, employees or consultants of the General Partner, the Company or any of its Restricted Subsidiaries or Affiliates of the Company, including, but not limited to, reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance;

(7)any issuance of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of the Company;

(8)Restricted Payments that do not violate the provisions of Section 4.07 or any Permitted Investments;

(9)payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, provided that any such amendment is not less favorable to the Company in any material respect than the agreement prior to such amendment;

(10)transactions between the Company or any of its Restricted Subsidiaries and any other Person, a director of which is also on the Board of Directors of the Company or any direct or indirect parent company of the Company, and such common director is the sole cause for such other Person to be deemed an Affiliate of the Company or any of its Restricted Subsidiaries; provided, however, that such director abstains from voting as a member of the Board of Directors of the Company or any direct or indirect parent company of the Company, as the case may be, on any transaction with such other Person; and

(11)(a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any of its Restricted Subsidiaries of Equity Interests in Unrestricted

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Subsidiaries securing Non-Recourse Debt for the benefit of lenders or other creditors of Unrestricted Subsidiaries;

(12)payments to an Affiliate in respect of the Notes or the Note Guarantees or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates;

(13)payment of loans or advances to employees not to exceed $5.0 million in the aggregate at any one time outstanding;

(14)any Affiliate Transaction with a Person in its capacity as a holder of Indebtedness or Capital Stock of the Company or any Restricted Subsidiary if such Person is treated no more favorably than the other holders of Indebtedness or Capital Stock of the Company or such Restricted Subsidiary;

(15)transactions with Unrestricted Subsidiaries, customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), not materially less favorable to the Company and its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated person, in the good faith determination of the Company’s Board of Directors or any officer of the Company involved in or otherwise familiar with such transaction, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(16)any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an accounting, appraisal, advisory or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of Section 4.11(a); and

(17)in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any of its Restricted Subsidiaries and third parties, or if neither the Company nor any of its Restricted Subsidiaries has entered into a similar contract with a third party, then the terms of which are no less favorable than those available from third parties on an arm’s-length basis.

Section 4.12Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired.

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Neither the Company nor any of its Restricted Subsidiaries will incur any Lien that is junior in priority to the Liens securing either the ABL Facility or the First Lien Notes (other than a Lien securing Junior Lien Debt that is pari passu with the Liens securing the Notes) unless such Lien is also junior in priority to the Liens securing the Notes.

Section 4.13Business Activities of Finance Corp.

Finance Corp. will not hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than the issuance of capital stock to the Company or any of its Restricted Subsidiaries, the incurrence of Indebtedness as a co‑issuer, co-obligor or guarantor of Indebtedness incurred by the Company (including without limitation the Notes) that is permitted to be incurred by the Company under Section 4.09, and activities incidental thereto.

Section 4.14Offer to Repurchase Upon Change of Control.

(a)If a Change of Control occurs, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as set forth in the Notes and in Section 3.07, each Holder of Notes will have the right, except as provided below, to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000 (or $1.00 or integral multiples of $1.00 in the case of any PIK Notes)) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a cash payment (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Settlement Date”), subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as set forth in the Notes and in Section 3.07, the Company will send a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control and offering to repurchase properly tendered Notes on the Change of Control Settlement Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. Furthermore, such notice shall state:

(1)that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment;

(2)the Change of Control Payment and the Change of Control Settlement Date;

(3)that any Note not tendered will continue to accrue interest;

(4)that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Settlement Date;

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of

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Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Settlement Date;

(6)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Settlement Date, a letter or electronic transmission setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof (or $1.00 or integral multiples of $1.00 in the case of any PIK Notes).

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, or compliance with the provisions of this Section 4.14 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.

(b)Promptly following the expiration of the Change of Control Offer, the Company will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company will, on the Change of Control Settlement Date:

(1)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(2)deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

On the Change of Control Settlement Date, the Paying Agent will send to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000 (or $1.00 or integral multiples of $1.00 in the case of any PIK Notes). Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Settlement Date, unless the Company defaults in making the Change of Control

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Payment. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.

(c)Notwithstanding any provision to the contrary, the Company will not be required to make a Change of Control Offer upon a Change of Control, if (1) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to repurchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made.

(d)In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as set forth in Section 4.14(c)) purchases all of the Notes held by such Holders, the Company will have the right set forth in Section 3.07(d) to redeem all of the Notes that remain outstanding.

Section 4.15Additional Note Guarantees.

The Company will cause each Domestic Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired by the Company or one or more of its Restricted Subsidiaries to execute and deliver to the trustee, within 20 Business Days of the date on which such Domestic Subsidiary is created or acquired, a Note Guarantee pursuant to which such Guarantor will unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior secured basis; provided that any such Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. Each Domestic Subsidiary that becomes a Guarantor after the date of issuance of the Notes will also become a party to the Collateral Trust Agreement and the Security Documents and will take such actions as are reasonably necessary or advisable to grant the Collateral Trustee for the benefit of the Holders of the Notes and, the Trustee, a Priority Lien in any Collateral held by such Domestic Subsidiary, subject only to Permitted Liens.

Section 4.16Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the

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designation and will reduce the amount available for Restricted Payments under Section 4.07 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted under Section 4.07 and that the resolution of the Board of Directors of the Company giving effect to such designation is a true, complete and correct copy of the resolutions of the Board of Directors giving effect to such designation and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect on the date thereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company will be in default of such covenant.

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period and (2) no Default or Event of Default would be in existence following such designation.

Section 4.17Termination of Covenants.

If at any time (a) the Notes have an Investment Grade Rating from at least two Rating Agencies, (b) no Default has occurred and is continuing under this Indenture and (c) the Company has delivered to the Trustee an Officers’ Certificate certifying as to the satisfaction of the conditions set forth in the foregoing clauses (a) and (b) of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.14 and clause (4) of Section 5.01(a).

ARTICLE 5
SUCCESSORS

Section 5.01Merger, Consolidation, or Sale of Substantially All Assets.

(a)Neither of the Issuers may: (x) consolidate or merge with or into another Person (regardless of whether such Issuer is the surviving entity); or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless:

(1)either:

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(A)such Issuer is the surviving entity of such consolidation or merger; or

(B)the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation;

(2)the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture or other agreement reasonably satisfactory to the Trustee;

(3)immediately after such transaction, no Default or Event of Default exists;

(4)in the case of a transaction involving the Company and not Finance Corp., after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (b) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transaction;

(5)the Person formed by or surviving any such consolidation or merger (if other than the Company) shall take such action (or agree to take such action) as may be necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to a Priority Lien in the manner and to the extent required under the Security Documents, and shall deliver an opinion of counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Security Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or the Collateral Trustee, as applicable, may reasonably request; and

(6)such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and, if a supplemental indenture is required, such supplemental indenture, comply with this Indenture.

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(b)Notwithstanding the foregoing, the restrictions set forth in clause (4) of Section 5.01(a) will not apply to (x) any consolidation or merger of the Company with or into one of its Restricted Subsidiaries for any purpose or (y) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets of a Restricted Subsidiary (other than Finance Corp.) to the Company or another Restricted Subsidiary that is a Guarantor.

(c)Notwithstanding Section 5.01(a), the Company is permitted to reorganize as any other form of entity, provided that:

(1)the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law;

(2)the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(3)the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee;

(4)immediately after such reorganization no Default or Event of Default exists; and

(5)such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5), a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Internal Revenue Code or any similar state or local law).

(d)For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, which properties or assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company.

(e)Notwithstanding anything in this Indenture to the contrary, in the event that the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer.

Section 5.02Successor Entity Substituted.

Upon any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of an Issuer in accordance

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with Section 5.01 in which such Issuer is not the surviving entity, the surviving Person formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such surviving Person had been named as such Issuer in this Indenture, and thereafter (except in the case of a lease of all or substantially all of such Issuer’s properties or assets), such Issuer will be relieved of all obligations and covenants under this Indenture and the Notes.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01Events of Default.

Each of the following is an “Event of Default” with respect to the Notes:

(1)default for 30 days in the payment when due of interest on the Notes;

(2)default in the payment when due of the principal of, or premium, if any, on, the Notes;

(3)failure by the Company to comply with its obligations under Section 5.01 or to consummate a purchase of Notes when required pursuant to Section 4.10 or Section 4.14;

(4)failure by the Company or any of its Restricted Subsidiaries for 30 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with the provisions of Section 4.07 or Section 4.09 or to comply with the provisions of Section 4.10 or Section 4.14 to the extent not described in clause (3) of this Section 6.01;

(5)(a) except as addressed in subclause (b) of this clause (5), failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with any of the other agreements in this Indenture or the Notes or (b) failure by the Company for 180 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with Section 4.03;

(6)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(A)is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

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(B)results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; provided, however, that if, prior to any acceleration of the Notes, (i) any such Payment Default is cured or waived, (ii) any such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid within a period of 10 Business Days from the continuation of such default beyond any applicable grace period for such Payment Default or the occurrence of such acceleration, as the case may be, then any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(7)failure by the Company or any Significant Subsidiary or group of the Company’s Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary to pay final judgments (entered by a court or courts of competent jurisdiction) aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days;

(8)except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, except, in each case, by reason of the release of such Note Guarantee in accordance with this Indenture;

(9)an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A)commences a voluntary case;

(B)consents to the entry of an order for relief against it in an involuntary case;

(C)consents to the appointment of a custodian of it or for all or substantially all of its property;

(D)makes a general assignment for the benefit of its creditors; or

(E)generally is not paying its debts as they become due;

(10)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

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(A)is for relief against any Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B)appoints a custodian of any Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(C)orders the liquidation of an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; and

(11)the occurrence of any of the following:

(A)except as permitted by this Indenture or the relevant Security Documents, any Security Document ceases for any reason to be fully enforceable in any material respect; provided that it will not be an Event of Default under this clause (11)(a) if the sole result of the failure of one or more Security Documents to be fully enforceable in any material respect is that any Junior Lien purported to be granted under such Security Documents on Collateral, individually or in the aggregate, having a Fair Market Value of not more than $25.0 million ceases to be an enforceable and perfected second-priority Lien, subject only to Permitted Liens; provided further, that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 30 days after any officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period;

(B)except as permitted by this Indenture or the relevant Security Documents, any Junior Lien for the benefit of the Holders of the Notes purported to be granted under any Security Document on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $25.0 million ceases to be an enforceable and perfected second-priority Lien in any material respect, subject to Permitted Liens, and such condition continues for 60 days after written notice by the Trustee or the Collateral Trustee (after the Trustee or Collateral Trustee has received written notice of such cessation from the holders of 25% or more of the aggregate principal amount of the Notes outstanding) of failure to comply with such requirement; provided that it will not be an Event of Default under this clause if such condition results from the action or inaction of the Trustee or the Collateral Trustee; provided further, that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 30 days after any officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period; or

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(C)the Company or any Restricted Subsidiary of the Company, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any material obligation of the Company or such Restricted Subsidiary set forth in or arising under any Security Document for the benefit of the Holders of the Notes.

Section 6.02Acceleration.

In the case of an Event of Default specified in clause (9) or (10) of Section 6.01, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice (subject to applicable law). If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all of the Notes to be due and payable immediately by notice in writing to the Company and, in the case of a notice by such Holders, also to the Trustee specifying the respective Event of Default and that it is a notice of acceleration.

Upon any such declaration, the Notes shall become due and payable immediately.

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, on, or interest, if any, on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on, or interest, if any, on, the Notes; provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy

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available to either the Trustee or the Collateral Trustee, as applicable, or exercising any trust or power conferred on either the Trustee or the Collateral Trustee, as applicable. However, either the Trustee or Collateral Trustee, as applicable, may refuse to follow any direction that conflicts with law, this Indenture or other Notes Documents that either the Trustee or Collateral Trustee, as applicable, determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve either the Trustee or the Collateral Trustee in personal liability; (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any action or forbearance is unduly prejudicial to such holders).

Section 6.06Limitation on Suits.

Subject to the provisions of Section 7.01, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders of the Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(1)such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2)Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(3)such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4)the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(5)during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, and premium, if any, and interest on, the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08Collection Suit by Trustee.

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If an Event of Default specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of the principal, premium, if any, or interest remaining unpaid on the Notes and interest on overdue principal and premium, if any, and to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall, subject to the terms of the Collateral Trust Agreement, pay out the money in the following order:

First:

(i) to the Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection and (ii) to the Collateral Trustee, all fees, expenses, indemnities and other amounts payable to the Collateral Trustee under the Collateral Trust Agreement, this Indenture and other Notes Documents;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according

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to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third:

to the Issuers or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7
TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee will be required, in the exercise of its power vested in it by this Indenture, to use the degree of care of a prudent man in the conduct of his own affairs.

(b)Except during the continuance of an Event of Default:

(1)the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth (or incorporated by reference) in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

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(2)the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e)The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Company and Finance Corp.

(f)In no event shall the Trustee be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits), even if the Trustee has been advised of the likelihood of such damages or penalty and regardless of the form of action.

(g)The Trustee and the Collateral Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, Collateral Trust Agreement, the Intercreditor Agreement, or the Security Documents in accordance with a request of the Holders of a majority in aggregate principal amount of the then outstanding Notes, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders of the Notes. In the event the Trustee or the Collateral Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of the then outstanding Notes, each representing less than a

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majority in aggregate principal amount of the then outstanding Notes, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and the Trustee may, in its discretion, take other actions.

(h)No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in connection with its compliance with such request.

(i)The Trustee shall have no duty or obligation to monitor the Issuers’ compliance with the terms of this Indenture, the Collateral Trust Agreement, the Intercreditor Agreement, or the Security Documents or any documents related hereto or to ascertain or inquire as to the observance, performance of any covenants, conditions or agreements of the Issuers except as expressly set forth in this Indenture.

(j)The permissive right of the Trustee or the Collateral Trustee to do things enumerated in this Indenture shall not be construed as a duty. The Trustee or the Collateral Trustee shall be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other anticipated disbursements, and against all liability except to the extent determined by a court of competent jurisdiction to have been caused solely by its own negligence or willful misconduct.

(k)The rights, privileges, protections, immunities and benefits given to the Trustee or the Collateral Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee or the Collateral Trustee in each of its capacities hereunder (including but not limited to as Agent), and each agent, custodian and other person employed to act hereunder.

(l)The Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, pandemics, fire, communication line failures, computer viruses or failures, power failures, earthquakes or other disasters; it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest after a Default has occurred or is continuing, it must eliminate such conflict within 90 days

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or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 and Section 7.11.

Section 7.04Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will send to the Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of Notes.

The Trustee will not be deemed to have notice of any Default or Event of Default, except Events of Default under clause (1) or (2) of Section 6.01, unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event that is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

Section 7.06Reports by Trustee to Holders of Notes.

(a)Within 60 days after each May 15 beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee will send to the Holders of Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).

(b)A copy of each report at the time it is sent to the Holders of Notes will be mailed by the Trustee to the Issuers.

Section 7.07Compensation and Indemnity.

(a)The Issuers will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services provided hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

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(b)The Issuers and the Guarantors, jointly and severally, will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee will notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors will not relieve the Issuers or any of the Guarantors of their obligations hereunder unless the failure to notify the Issuers or the Guarantors impairs any Issuer’s or Guarantor’s respective ability to defend such claim. Such Issuer or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither Issuer nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c)The obligations of the Issuers and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

(d)To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07 and the other Notes Documents (for the fees, expenses and indemnities payable to the Collateral Trustee), the Trustee and the Collateral Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee or the Collateral Trustee, except that held in trust to pay principal of and interest on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in clause (9) or (10) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10;

(2)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

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(3)a custodian or public officer takes charge of the Trustee or its property; or

(4)the Trustee becomes incapable of acting.

(c)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers will promptly appoint a successor Trustee. Within one year after such successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

(d)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 will continue for the benefit of the retiring Trustee.


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Section 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act will be the successor Trustee.

Section 7.10Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation or banking association organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. The Trustee hereby waives any right to set off any claim that it may have against the Issuers in any capacity (other than as Trustee and Paying Agent) against any of the assets of the Issuers held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may at any time, at the option of their respective Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or Section 8.03 be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.02, each Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations

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under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium if any, on such Notes when such payments are due from the trust referred to in Section 8.04;

(2)the Issuers’ obligations with respect to the Notes under Section 2.04, Section 2.06, Section 2.07, Section 2.10 and Section 4.02;

(3)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith; and

(4)the Legal Defeasance provisions of this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.

Section 8.03Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04, be released from each of their obligations under Section 4.03, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, Section 4.17 and Section 5.01(a)(4) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (such release and termination hereinafter referred to as “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, clauses (3) through (7) of Section 6.01 and, only with respect to Subsidiaries of the Company, clauses (9) and (10) of Section 6.01 will not constitute Events of Default.

8.04Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance under Section 8.02 or Covenant Defeasance under Section 8.03:

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(1)the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the written opinion, delivered to the Trustee, of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2)in the case of an election under Section 8.02, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(A)the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or

(B)since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of an election under Section 8.03, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuers or any of the Guarantors is a party or by which the Issuers or any of the Guarantors is bound;

(6)the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others;

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(7)the Company must deliver to the Trustee an Officers’ Certificate, stating that all conditions precedent set forth in clauses (1) through (6) of this Section 8.04 have been complied with; and

(8)the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2), (3) and (5) of this Section 8.04 have been complied with; provided that the Opinion of Counsel with respect to clause (5) of this Section 8.04 may be to the knowledge of such counsel.

Section 8.05Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time, upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under clause (1) of Section 8.04), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of each such Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification

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or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or Section 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium, if any, or interest, if any, on, any Note following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02, without the consent of any Holder of Notes, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees or the Security Documents (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement):

(1)to cure any ambiguity, defect or inconsistency;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets, as applicable;

(4)to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder;

(5)to conform the text of this Indenture, the Notes, the relevant Security Documents or the Note Guarantees to any provision of the “Description of the New Second Lien Notes” section of the Issuers’ Offering Memorandum dated April 17, 2020, to the extent that such provision in that “Description of the New Second Lien Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the relevant Security Documents or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect;

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(6)to provide for the issuance of Additional Notes and related Note Guarantees (and the grant of security for the benefit of the Additional Notes and related Note Guarantees) or PIK Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture;

(7)to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture;

(8)to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents;

(9)to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral or discharge or termination of any Lien on Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;

(10)to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this Indenture or any of the Security Documents;

(11)to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or otherwise;

(12)to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document;

(13)with respect to the Security Documents, as provided in the Collateral Trust Agreement;

(14)to make any change not adverse to the Holders of the Notes in order to facilitate entry into the ABL Documents, Priority Lien Documents or other Junior Lien Documents;

(15)in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; and

(16)in the event of an issuance of MFN Debt, to increase the interest rate or provide for earlier final maturity or required payments of principal pursuant to Section 4.09(d).

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Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Trustee of the documents described in Section 7.02, the Trustee and the Collateral Trustee will join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Trustee will not be obligated to enter into such amended or supplemental indenture that affects either the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.02With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14), the Notes, the Note Guarantees and the Security Documents with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes and subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes and subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement).

Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class may waive

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compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non‑consenting Holder):

(1)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.10 and Section 4.14, shall not be deemed a redemption of the Notes;

(3)reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4)waive a Default or Event of Default in the payment of principal of, or interest or premium, on the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5)make any Note payable in currency other than that stated in the Notes;

(6)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium on the Notes;

(7)waive a redemption payment with respect to any Note; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.10 and Section 4.14, shall not be deemed a redemption of the Notes;

(8)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9)make any change in the preceding amendment, supplement and waiver provisions.

Any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (other than in accordance with the Notes Documents) will require the consent of the Holders of at least 66-2∕3% in aggregate principal amount of the Notes then outstanding.

Section 9.03[Reserved].

Section 9.04Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note

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or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may fix a record date for determining which Holders must consent to such amendment, supplement or waiver. If the Issuers fix a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 2.05, or (ii) such other date as the Issuers shall designate.

Section 9.05Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee and Collateral Trustee to Sign Amendments, etc.

The Trustee and the Collateral Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee, as applicable. No Issuer may sign an amended or supplemental indenture until its Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee and the Collateral Trustee will be entitled to receive and (subject to Section 7.01, in the case of the Trustee) will be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officers’ Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and the other Notes Documents.

ARTICLE 10
NOTE GUARANTEES

Section 10.01Guarantee.

(a)Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Trustee and each of their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(1)the principal of, premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and

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interest on the overdue principal of, premium, if any, and interest on, the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Issuers to the Holders, the Trustee or the Collateral Trustee hereunder or under any other Notes Document will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against any Issuer, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenant that the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)If any Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee, Collateral Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d)Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of the Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

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Section 10.02Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03Execution and Delivery of Note Guarantee Notation.

To evidence its Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that either Issuer or any of its Restricted Subsidiaries creates or acquires any Domestic Restricted Subsidiary after the Issue Date, if required by Section 4.15, the Company will cause such Domestic Restricted Subsidiary to comply with the provisions of Section 4.15 and this Article 10, to the extent applicable.

Section 10.04Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 10.05, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1)immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and

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(2)either:

(A)(i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under the Notes and this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or

(B)such transaction or series of transactions does not violate the provisions of Section 4.10.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.

Except as set forth in Article 4 and Article 5, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.05Releases.

The Note Guarantee of a Guarantor will be released automatically and without the need for further action by any Person:

(1)in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of Section 4.10;

(2)in connection with any sale or other disposition of the Capital Stock of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition;

(3)if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;

(4)upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11;

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(5)upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default occurs as a result thereof or has occurred or is continuing;

(6)upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor and, as a result of or in connection with such transaction, such Guarantor dissolves or otherwise ceases to exist;

(7)at such time as such Guarantor constitutes an Immaterial Subsidiary; or

(8)as provided in Article 9.

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

ARTICLE 11
SATISFACTION AND DISCHARGE

Section 11.01Satisfaction and Discharge.

This Indenture will be satisfied and discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in this Indenture), and the Security Documents, insofar as they relate to the rights of Holders, will cease to be of further effect with respect to the Notes, when:

(1)either:

(A)all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or

(B)all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and either an Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal of, or interest and premium, if any, on the Notes to the date of maturity or redemption;

(2)in respect of clause (B) of Section 11.01(1), no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event

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of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which either Issuer or any Guarantor is a party or by which either Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and, in each case, the granting of Liens to secure such borrowings);

(3)the Issuers have, or any Guarantor has, paid or caused to be paid all sums payable by them under this Indenture; and

(4)the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuers must deliver to the Trustee (a) an Officers’ Certificate, stating that all conditions precedent set forth in clauses (1) through (4) of this Section 11.01 have been satisfied and (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that the condition precedent set forth in clause (4) of this Section 11.01 has been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to clause (B) of Section 11.01(1), the provisions of Section 11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02Application of Trust Money.

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Issuers have made any payment of principal of, premium, if any, or interest, if any, on, any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 12
MISCELLANEOUS

Section 12.01Authorization.

Each Priority Lien Secured Party (other than the Collateral Trustee) has authorized and directed the Collateral Trustee to enter into this Indenture for the benefit of the Priority Lien Secured Parties.

Section 12.02Notices.

Any notice or communication by the Issuers, any Guarantor, the Trustee or the Collateral Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), facsimile or electronic transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor

CSI Compressco LP
24955 Interstate 45 North
The Woodlands, Texas 77380
Facsimile No.: (281) 364-4398
Attention: Bass C. Wallace, Jr.

With a copy, which shall not constitute notice, to:

Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
Facsimile No.: (713) 615-5861
Attention: David P. Oelman

If to the Trustee:

U.S. Bank National Association
13737 Noel Road, Suite 800
Dallas, Texas 75240
Facsimile Number: (972) 581-1670
Attention: Global Corporate Trust Services

If to the Collateral Trustee:

U.S. Bank National Association
13737 Noel Road, Suite 800
Dallas, Texas 75240
Facsimile Number: (972) 581-1670
Attention: Global Corporate Trust Services

With a copy, which shall not constitute notice, to:

 

McGuire, Craddock & Strother, P.C

500 North Akard, Suite 2200

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Dallas, Texas 75201

Facsimile No.: (214) 954-6868

Attention: Jonathan Thalheimer

 

The Issuers, any Guarantor, the Trustee or the Collateral Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if electronically transmitted; when receipt acknowledged, if transmitted by facsimile; or the next Business Day after timely delivery to a courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder, when the Notes are in the form of Definitive Notes, will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication to a Holder, when the Notes are in the form of Global Notes, will be sent pursuant to Applicable Procedures. Any notice or communication will also be so sent to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to send a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or otherwise sent in the manner provided above within the time prescribed, it is duly given, regardless of whether the addressee receives it (other than with respect to notices or communications by facsimile or electronic transmission, which will be deemed to be duly given when receipt is acknowledged or when answered back, respectively).

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance on such waiver.

If the Issuers send a notice or communication to Holders, they will send a copy to the Trustee, the Collateral Trustee and each Agent at the same time.

All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by a digital signature provider as specified in writing to Trustee by an Officer of the Company), in English.

Notwithstanding the foregoing, the Trustee shall have the right to accept and act upon instructions or directions pursuant to this Indenture sent in the form of a manually signed (or by way of a digital signature provided by a digital signature provider as specified in writing to Trustee by an Officer of the Company) document by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such

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instructions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuers elect to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method, using digital signatures or otherwise) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding that such instructions conflict or are inconsistent with a subsequent written instruction. The Issuers agree to assume all risks arising out of the use of the use of using digital signatures and electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 12.03Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 12.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers to the Trustee or the Collateral Trustee, as applicable, to take any action under this Indenture or the other Notes Documents, the Issuers shall furnish to the Trustee or the Collateral Trustee, as applicable:

(1)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee or the Collateral Trustee, as applicable (which must include the statements set forth in Section 12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture and the other Notes Documents relating to the proposed action have been satisfied; provided that no such Officers’ Certificate shall be delivered on the Issue Date in connection with the original issuance of the initial Global Notes; and

(2)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or the Collateral Trustee, as applicable (which must include the statements set forth in Section 12.05) stating that, in the opinion of such counsel (who may rely upon an Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied; provided that no such Opinion of Counsel shall be delivered on the Issue Date in connection with the original issuance of the initial Global Notes.

Section 12.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the other Notes Documents must include:

(1)a statement that the Person making such certificate or opinion has read such covenant or condition;

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(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether such covenant or condition has been satisfied; and

(4)a statement as to whether, in the opinion of such Person, such condition or covenant has been satisfied.

Section 12.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action taken by, or meetings or consent of, Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07No Personal Liability of Directors, Officers, Employees and Unitholders.

None of the General Partner or any director, officer, partner, employee, incorporator, manager, unitholder or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.

Section 12.08Governing Law.

THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES AND THE COLLATERAL TRUST AGREEMENT.

Section 12.09No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of either Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10Successors.

All agreements of each Issuer in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05.

12.11Severability.

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In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.12Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original indenture and signature pages for all purposes.

Section 12.13Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

ARTICLE 13
COLLATERAL AND SECURITY

Section 13.01Security Interest.

(a)The due and punctual payment of the Obligations on the Notes and the Obligations of the Guarantors under the Note Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes, the Note Guarantees and performance of all other obligations of the Issuers and the Guarantors to the Holders, the Collateral Trustee or the Trustee under the Notes Documents, according to the terms hereunder or thereunder, are secured, as provided in the Security Documents.  Each of the Issuers and each of the Guarantors consent and agree to be bound by the terms of the security documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. Each of the Issuers and each of the Guarantors hereby agree that the Collateral Trustee shall hold the Collateral (directly or through co-trustees or agents) on behalf of and for the benefit of all of the Holders and the other holders of Priority Lien Obligations.

(b)Each Holder, by its acceptance thereof and of the Note Guarantees, consents and agrees to the terms of the Collateral Trust Agreement, the Intercreditor Agreement, if any, and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and amendments to the Security Documents) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints U.S. Bank National Association as the Trustee and the Collateral Trustee. Each Holder authorizes and directs the Collateral Trustee to enter into the Notes Documents (including any amendments thereto contemplated by Section 7.1 of the Collateral Trust Agreement and any Security Documents to secure additional Priority Lien Debt in accordance with Section 3.8 of the Collateral Trust Agreement) and the Intercreditor Agreement, if any, and to perform its obligations and exercise its rights thereunder in accordance therewith, subject to the terms and conditions thereof,

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including, without limitation, the limitations on duties of the Collateral Trustee provided in Section 5.12 of the Collateral Trust Agreement.  The Trustee, the Collateral Trustee and each Holder, by accepting the Notes and the Note Guarantees of the Guarantors, acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the holders of Priority Lien Obligations, subject to the Collateral Trust Agreement and the Intercreditor Agreement, if any, the Collateral Trustee and the Trustee, and the Lien of this Indenture and the Security Documents is subject to and qualified and limited in all respects by the Collateral Trust Agreement, the Intercreditor Agreement, if any, and the Security Documents and actions that may be taken thereunder.

(c)Neither the Collateral Trustee nor the Trustee shall be responsible for and neither of them makes any representation as to the legality, effectiveness or sufficiency of any Security Documents or for the creation, perfection, priority or protection of any lien securing the Issuers’ obligations hereunder. Neither the Collateral Trustee nor the Trustee shall be responsible for the sufficiency or accuracy of any financing statements initially filed to perfect security interests granted under this indenture, or for the filing of any financing or continuation statement or recording any documents or instruments in any public office at any time or otherwise for perfecting or maintaining the perfection of any lien or security interest in the trust estate; it being understood that the Issuers shall be obligated to make such filings on behalf of the Collateral Trustee.

Section 13.02Post-Issue Date Collateral Requirements.

(a)Within 120 days following the Issue Date (or such longer period as the Collateral Trustee may agree), the Issuers shall, or shall cause the applicable Guarantor to execute and deliver to the Collateral Trustee (or to the Priority Lien Collateral Trustee as bailee on behalf of the Collateral Trustee in accordance with the Intercreditor Agreement) originals of the certificates of title or ownership for the motor vehicles (and any other equipment covered by certificates of title or ownership) owned by it, with the Collateral Trustee listed as lienholder therein, in each case to the extent required by the Security Agreement.

(b)Any Security Documents entered into after the Issue Date shall be substantially in the form of the corresponding security document securing the Priority Lien Obligations, or to the extent there is no such corresponding security document, the corresponding security documents securing the Priority Lien Obligations in place on the Issue Date, in each case, with such changes as reasonably necessary to reflect the terms of the Collateral Trust Agreement and the Intercreditor Agreement, if any, and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the Collateral Trustee pursuant to an Officers’ Certificate and Opinion of Counsel.

Section 13.03Maintenance of Collateral; Further Assurances.

(a)The Issuers and the Guarantors shall maintain the Collateral that is material to the conduct of their respective businesses in good and insurable operating order, condition and repair. The Issuers and the Guarantors shall pay all real estate and other taxes (except such as are contested in good faith and by appropriate negotiations or proceedings), and maintain in full force and effect all material permits and insurance in amounts that insures against such losses and risks as are

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reasonable for the type and size of the business of the Issuers and the Guarantors as determined in good faith by an Officer of the Company, except, in each case, where the failure to effect such payment or maintain such permits or insurance coverages is not adverse in any material respect to the Holders of Notes.

(b)To the extent required under this Indenture or any of the Security Documents, the Issuers and the Guarantors shall, at their sole expense, execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Trustee or the Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. In addition, to the extent required under this Indenture or any of the Security Documents, from time to time, the Issuers and the Guarantors will reasonably promptly secure the obligations under this Indenture and security documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral perfected to the extent required by the Security Documents. Such security interests and Liens will be created under the Security Documents and, to the extent necessary, other security agreements and other instruments and documents in form and substance reasonably satisfactory to the Collateral Trustee. The Issuers shall deliver or cause to be delivered to the Trustee and Collateral Trustee all such instruments and documents to evidence compliance with this Section 13.03. The Issuers agree to provide evidence to the Trustee and Collateral Trustee as to the perfection (to the extent required by the Security Documents) and priority status of each such security interest and Lien. Notwithstanding anything to the contrary herein or in the Security Documents, in no event shall the Issuers and the Guarantors be required to execute and deliver any control agreements in favor of the Collateral Trustee or the Trustee with respect to any deposit accounts or security accounts.

Section 13.04After-Acquired Property.

Subject to the provisions of the Security Documents, upon the acquisition by the Issuers or any Guarantor after the Issue Date of any assets (other than ABL Collateral or Excluded Property), including, but not limited to, any Material Real Property or any equipment or fixtures which constitute accretions, additions or technological upgrades to the equipment or fixtures or any working capital assets that, in any such case, form part of the Collateral and that are not automatically subject to a perfected security interest under the Security Documents, such Issuer or Guarantor shall (i) with regard to any Material Real Property, execute and deliver the items described under Section 13.06(b) hereof within 90 days (or such longer period as the Collateral Trustee may agree) after the date of acquisition of the applicable asset, (ii) with regard to any other asset constituting Collateral, grant Liens on such property in favor of the Collateral Trustee (and, to the extent such grant would require the execution and delivery of a Security Document, such Issuer or Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Issuers and Guarantors on the Issue Date including, with respect to personal property, execution of a supplement to the applicable Security Documents) within 60 days (or such longer period as the Collateral Trustee may agree) after the date of acquisition of the applicable asset and (iii) in the case of the foregoing clauses (i) and (ii), to the extent required by the Security Documents, any information, documentation, financing statements or other certificates and opinions of counsel as may be necessary to vest in the Collateral Trustee a perfected security interest, subject only to Permitted Liens, in such after-

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acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect.

Section 13.05Impairment of Security Interest.

The Issuers will not, and the Company will not permit any of its Restricted Subsidiaries to, (i) take or omit to take any action which would materially adversely affect or impair the Liens in favor of the Collateral Trustee for the benefit of the Holders of the Notes and any future Junior Lien Debt with respect to the Collateral, (ii) grant to any Person, or permit any Person to retain (other than the Collateral Trustee), any Liens in the Collateral, other than Permitted Liens or (iii) enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person in a manner that conflicts with this Indenture, the Notes, the Note Guarantees or the Security Documents. Each Issuer and Guarantor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee or the Collateral Trustee reasonably requests, to more fully or accurately describe the assets and property intended to be Collateral or the Obligations intended to be secured by the Security Documents.

Section 13.06Real Estate Mortgages and Filings.

(a)With respect to any Material Real Property owned by an Issuer or a Guarantor on the Issue Date, the following items will be delivered to the Collateral Trustee within 120 days thereafter (or such longer period as the Collateral Trustee may agree):

(1)the Issuer or applicable Guarantor shall deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Holders of the Notes and any future Junior Lien Debt, fully executed counterparts of a Mortgage (together with applicable real estate subordination and priority agreements related thereto) and reasonably satisfactory evidence of completion (or reasonably satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien with the priority required by the Collateral Trust Agreement, subject to Permitted Liens, against the property purported to be covered thereby as security for the Junior Lien Obligations;

(2)the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral Trustee, and its successors and/or assigns, in the form necessary, with respect to the property purported to be covered by the applicable Mortgages, to insure that the interests created by the Mortgages constitute valid Liens thereon (with the priority required by the Collateral Trust Agreement) free and clear of all Liens, defects and encumbrances other than Permitted Liens; provided, however, unless delivered to the collateral agent in respect of any other Junior Lien Debt, no such title insurance policies will be required to be delivered with respect to any Mortgage where the property encumbered thereby consists primarily of easements, rights of way, licenses and other similar possessory and use instruments. All such title policies shall be in amounts equal to 110% of the estimated Fair Market Value of the Premises covered thereby, and

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such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made);

(3)an Opinion of Counsel, from local counsel in the jurisdiction where each property subject to the Mortgages is required by the Collateral Trust Agreement is located, with respect to the Mortgages and fixture filings, that the applicable Mortgage (i) has been duly authorized, executed and delivered by the applicable Issuer or Guarantor, (ii) is an enforceable agreement against the applicable Issuer or Guarantor, as the case may be, and (iii) creates a valid, perfected Lien with respect to the Material Real Property described in the Mortgage;

(4)the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Trustee or the title company, as applicable, such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), fixture filings and such other documents, instruments, certificates, agreements and/or other documents as reasonably required to perfect the Collateral Trustee’s security interest, in each case in form and substance reasonably satisfactory to the Collateral Trustee;

(5)the title insurance company shall have received, with respect to the applicable Mortgage, such affidavits, certificates, information (including publicly-available financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably requested by the title insurance company to issue the mortgagee’s title insurance policies contemplated above; and

(6)with respect to items (1)-(5) above, the Collateral Trustee shall have no duty or obligation to review the contents thereof and shall receive such items solely as a repository on behalf of the Holders.

(b)With respect to any Material Real Property acquired by an Issuer or a Guarantor after the Issue Date which is required to be mortgaged to the Collateral Trustee within 120 days after the date of acquisition (or such longer period as the Collateral Trustee may agree):

(1)the applicable Issuer or Guarantor shall deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Holders of the Notes and any future Junior Lien Debt, fully executed counterparts of Mortgages (together with applicable real estate subordination and priority agreements related thereto), in accordance with the requirements of this Indenture and/or the Security Documents duly executed by such Issuer or Guarantor, together with reasonably satisfactory evidence of the completion (or reasonably satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien with the priority required by the Collateral Trust Agreement, subject to Permitted Liens, against the property purported to be covered thereby as security for the Junior Lien Obligations;

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(2)the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral Trustee, and its successors and/or assigns, in the form necessary, with respect to the property purported to be covered by the applicable Mortgages, to insure that the interests created by the Mortgages constitute valid Liens thereon (with the priority required by the Collateral Trust Agreement) free and clear of all Liens, defects and encumbrances other than Permitted Liens; provided, however, unless delivered to the collateral agent in respect of any other Junior Lien Debt, no such title insurance policies will be required to be delivered with respect to any Mortgage where the property encumbered thereby consists primarily of easements, rights of way, licenses and other similar possessory and use instruments. All such title policies shall be in amounts equal to 110% of the estimated Fair Market Value of the Premises covered thereby, and such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the applicable Issuer or Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made);

(3)the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Trustee or the title company, as applicable, such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Trustee’s security interest and (with the priority required by the Collateral Trust Agreement) Lien in such acquired covered Premises, together with local counsel opinions in the jurisdiction where each property subject to the Mortgage is located, with respect to the Mortgage, fixture filings and other matters reasonably requested by Collateral Trustee, in each instance in form and substance reasonably satisfactory to the Collateral Trustee; and

(4)with respect to items (1)-(3) above, the Collateral Trustee shall have no duty or obligation to review the contents thereof and shall receive such items solely as a repository on behalf of the Holders.

Section 13.07Intercreditor Agreement.

(a)Reference is made to the Intercreditor Agreement.  Each holder of any Junior Lien Obligations, by its acceptance of such Junior Lien Obligations (i) consents to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (iii) authorizes and instructs the Junior Lien Representative on behalf of each Junior Lien Secured Party (as defined in the Intercreditor Agreement) to enter into the Intercreditor Agreement as Junior Lien Representative (as defined in the Intercreditor Agreement) on behalf of such Junior Lien Secured Parties (as defined in the Intercreditor Agreement).  The foregoing provisions are intended as an inducement to the lenders under the Priority Lien Documents to extend credit to the Company and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

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(b)This Article 13 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. Each of the Issuers and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof.  Each Holder, by its acceptance of the Notes authorizes and instructs the Trustee on behalf of each Holder to enter into the Intercreditor Agreement as Junior Lien Representative on behalf of such Holders as Junior Lien Secured Parties (. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt or Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto.

Section 13.08Collateral Trust Agreement.

This Indenture, including this Article 13, and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. Each of the Issuers and each Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith.  Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of the Holders of the Notes and each other holder of Priority Lien Obligations to enter into the Collateral Trust Agreement as Collateral Trustee on behalf of such holders of Priority Lien Obligations and to take such actions in accordance with the terms of the Collateral Trust Agreement as may be required pursuant to the terms of the Collateral Trust Agreement.  In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto.

Section 13.09Release of Liens on the Collateral.

(a)The Collateral Trustee’s Liens upon the Collateral will no longer secure the Notes or other Obligations outstanding under this Indenture (but not necessarily any other Priority Lien Debt), and the right of the Holders to the benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will automatically and without the need for any further action by any Person (other than notice of such release to the Collateral Trustee, but the failure to deliver such notice shall not affect such release) terminate and be discharged:

(1)in whole or in part, as applicable, as to all or any portion of property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances or which has become (and only to the extent it continues to constitute) Excluded Property;

(2)in whole upon:

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(A)satisfaction and discharge of this Indenture as set forth in Article 11; or

(B)a Legal Defeasance or Covenant Defeasance as set forth in Article 8;

(3)in part, as to any property constituting Collateral that (a) is sold, transferred or otherwise disposed of by either of the Issuers or any Guarantor (other than to the Issuers or a Guarantor) in a transaction not prohibited by this Indenture or the Security Documents at the time of such sale, transfer or disposition or (b) is owned or at any time acquired by a Guarantor that has been released from its Note Guarantee in accordance with this Indenture, concurrently with the release of such Note Guarantee or (c) solely with respect to the release of a Note Guarantee under clauses (2), (3) or (4) of Section 10.05, the Capital Stock of the released Guarantor, concurrently with the release of such Note Guarantee;

(4)in whole or in part, as applicable, with the consent of Holders of (i) 66-2/3% or more in aggregate principal amount of then outstanding Notes if releasing all or substantially all Collateral and (ii) 50% or more in aggregate principal amount of then outstanding Notes if releasing less than all or substantially all Collateral (in each case, including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes);

(5)in part, in accordance with the applicable provisions of the Security Documents and the Collateral Trust Agreement;

(6)to the extent any lease is Collateral, upon termination of such lease;

(7)with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of such Capital Stock that is not prohibited by this Indenture; or

(8)as described in Section 9.02 hereof.

(b)Each of the releases described in clauses (1) through (7) of Section 13.09(a) (other than clause (4)) shall be effected by the Collateral Trustee without the consent of the Holders or any action on the part of the Trustee. To the extent required by this Indenture for the release of properties that constitute Collateral pursuant to clause (3)(a) above, the Issuers will furnish to the Collateral Trustee, prior to each proposed release of such Collateral pursuant to the Security Documents and this Indenture, an Officers’ Certificate to the effect that such transaction and the disposition of the proceeds thereof will comply with the terms of the Security Documents and this Indenture, as applicable.

(c)Upon compliance by either of the Issuers or any Guarantor, as the case may be, with the conditions precedent set forth above, the Trustee or the Collateral Trustee shall promptly cause to be released and reconveyed to the Issuers or the Guarantors, as the case may be, the released Collateral.


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Section 13.10Collateral Account.

The Collateral Trustee is authorized to receive any funds for the benefit of the Holders and the other secured parties distributed under, and in accordance with, the Collateral Trust Agreement, the Intercreditor Agreement, if any, and the other Security Documents, and to make further distributions of such funds to the Holders and (as applicable) the other secured parties according to the provisions of this Indenture, the Collateral Trust Agreement, the Intercreditor Agreement and the other Security Documents.

Sectin 13.11Information Regarding Collateral.

(a)The Issuers shall furnish to the Collateral Trustee, with respect to the Issuers or any Guarantor, promptly (and in any event within 30 days after such change) written notice of any change in such Person’s (i) legal name, (ii) jurisdiction of organization or formation, (iii) type of legal entity or (iv) Organizational Identification Number. The Issuers and the Guarantors agree to deliver all filings necessary under the Uniform Commercial Code and any other applicable laws that are required in the Security Documents in order for the Collateral to be made subject to the Lien of the Collateral Trustee under the Security Documents in the manner and to the extent required by this Indenture or any of the Security Documents and shall take all necessary action so that such Lien is perfected with the same priority as immediately prior to such change to the extent required by the Security Documents. The Issuers also agree promptly to notify in writing the Collateral Trustee if any material portion of the Collateral is damaged, destroyed or condemned.

(b)Each year, within 120 days after the end of the preceding fiscal year, the Issuers shall deliver to each of the Trustee and the Collateral Trustee a certificate of a financial officer setting forth the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements and an Opinion of Counsel as to continuation of perfected security interests. The Trustee and the Collateral Trustee will have no obligation to maintain or monitor the perfection of liens.

 

[Signature Pages Follow]

 

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Indenture as of the date first written above.

ISSUERS:

 

CSI COMPRESSCO LP

 

By:  CSI Compressco GP Inc.,
        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

CSI COMPRESSCO FINANCE INC.

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

 

GUARANTORS:

 

CSI COMPRESSCO SUB INC.

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

CSI COMPRESSCO OPERATING LLC

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 


Signature Page to Indenture


 

CSI COMPRESSCO FIELD SERVICES INTERNATIONAL LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

 

CSI COMPRESSCO INTERNATIONAL LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

By:  CSI Compressco LP,

        its sole member

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

 

CSI COMPRESSCO HOLDINGS LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

Signature Page to Indenture


 

CSI COMPRESSCO LEASING LLC

 

By:  CSI Compressco Operating LLC,

        its sole member

 

By:  CSI Compressco LP,

        its sole member

 

By:  CSI Compressco GP Inc.,

        its general partner

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

 

CSI COMPRESSION HOLDINGS, llc

 

By:  CSI Compressco Sub Inc.,

        its sole member

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Chief Financial Officer

 

ROTARY COMPRESSOR SYSTEMS, INC.

 

By:  /s/ Elijio V. Serrano

Name: Elijio V. Serrano

Title:   Vice President - Finance

 

 


Signature Page to Indenture


 

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:  /s/Michael K. Herberger

Name: Michael K. Herberger

Title:   Vice President

 

 

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Trustee

By:  /s/Michael K. Herberger

Name: Michael K. Herberger

Title:   Vice President

 


 

Signature Page to Indenture


EXHIBIT A

[Face of Note]

CUSIP/CINS

10.000%/10.750% Senior Secured Second Lien Note due 2026

No. __$

CSI COMPRESSCO LP
CSI COMPRESSCO FINANCE INC.

jointly and severally promise to pay to [if a Global Note, insert – CEDE & CO., as nominee for The Depository Trust Company] or its registered assigns, the principal sum of DOLLARS [if a Global Note, insert -- , or such other principal amount as shall be set forth on the “Schedule of Exchanges of Interests in the Global Note” attached hereto,] on April 1, 2026.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

A-1

 


 

Dated: , 20__

CSI COMPRESSCO LP

 

By:

CSI Compressco GP Inc., its general partner

By:

Name:

Title:

CSI COMPRESSCO FINANCE INC.

By:

Name:

Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory


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[Back of Note]
10.000%/10.750% Senior Secured Second Lien Note due 2026

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)INTEREST. CSI Compressco LP, a Delaware limited partnership (the “Company”), and CSI Compressco Finance Inc., a Delaware corporation (together with the Company, the “Issuers”), jointly and severally promise to pay interest on the principal amount of this Note at the rate set forth below until maturity. The Issuers will pay interest semi‑annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be ___________, _____. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate equal to the then applicable interest rate on the Notes; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Interest on the Notes will be payable (1) the annual rate of 7.250% payable in cash, plus (2) at the election of the Issuers the annual rate of (i) 2.750% payable in cash (together with the annual rate set forth in clause (1), the “Cash Interest Rate”) or (ii) 3.500% payable by increasing the principal amount of the outstanding Notes represented by one or more Global Notes or, with respect to Definitive Notes represented by individual certificates, if any, by issuing additional “PIK Notes” in certificated form, in each case rounding up to the nearest $1.00 (such increased principal amount or additional PIK Notes, the “PIK Interest” and each payment of PIK Interest, a “PIK Payment”). In the absence of an interest payment election made by the Issuers as set forth in this paragraph, interest on the Notes will be payable as if the Issuers had elected to pay PIK Interest with respect to the portion of interest payable pursuant to clause (2) of this paragraph.

Any PIK Notes issued in certificated form will be dated as of the date of the applicable Interest Payment Date and will bear interest from and after such date.  Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will accrue interest on such increased principal amount from and after the related Interest Payment Date of such PIK Payment. References herein and in the Indenture to the

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“principal amount” of the Notes include any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.  On any Interest Payment Date on which the Issuers pay PIK Interest with respect to a Global Note, the principal amount of such Global Note will increase by an amount equal to the interest payable, rounded up to the nearest $1.00, to be allocated for the credit of the Holders pro rata in accordance with their interests and rounded to the nearest $1.00 in accordance with the procedures of DTC.

(2)METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest), if any, to the Persons who are registered Holders of Notes at the close of business on the March 15 or September 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which will have provided to the Issuers or the Paying Agent wire transfer instructions to an account in the United States of America. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

At all times, PIK Interest on the Notes will be payable: (i) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC (or any successor depositary) or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Notes, effective as of the applicable Interest Payment Date, by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) at the request of the Issuers to authenticate or increase the Global Note and (ii) with respect to Definitive Notes, if any, by issuing PIK Notes in certificated form, dated as of the applicable Interest Payment Date, in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Issuers, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Record Date, as shown by the records of the register of Holders.

Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or purchase of the Notes as described under Sections 3.07, 3.09, 4.10 or 4.15 of the Indenture or in connection with the final maturity of the Notes will be made solely in cash at the Cash Interest Rate.

(3)PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder; provided, however, that the Issuers shall at all times maintain a Paying Agent in the Borough of

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Manhattan, The City of New York. Either Issuer or any Subsidiary may act in any such capacity.

(4)INDENTURE. The Issuers issued the Notes under an Indenture dated as of June 12, 2020 (the “Indenture”) among the Issuers, the Guarantors, the Trustee and the Collateral Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuers. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. The Notes include the Initial Notes, any PIK Notes and any Additional Notes issued pursuant to the Indenture.  

(5)OPTIONAL REDEMPTION.

(a)Prior to April 1, 2023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes outstanding under the Indenture (which may include Additional Notes) with an amount of cash not greater than the amount of the net cash proceeds from one or more Equity Offerings at a redemption price equal to 110.000% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed to, but not including, the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that

 

(1)

at least 65% of the aggregate principal amount of the Notes issued on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding after each such redemption; and

 

(2)

the redemption occurs within 180 days after the closing of such Equity Offering.

(b)At any time and from time to time prior to April 1, 2023, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest thereon to, but not including, the redemption date, subject to the rights of Holders of the Notes on the relevant record date to receive interest on the relevant Interest Payment Date.

(c)On and after April 1, 2023, the Company may redeem all or a part of the Notes, from time to time, at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest on the Notes redeemed to, but not including, the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

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Year

Redemption Price

2023

107.500%

2024

105.000%

2025

100.000%

 

(d)In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as set forth in Section 4.14(c) of the Indenture) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in Section 4.14 of the Indenture, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).

(e)Unless the Company defaults in the payment of the redemption price, interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)REPURCHASE AT THE OPTION OF HOLDER.

(a)If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000 (or $1.00 or integral multiples of $1.00 in the case of any PIK Notes)) of that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer

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to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.

(b)If the Company or a Restricted Subsidiary consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuers will commence an offer (an “Asset Sale Offer”) to all Holders of Notes and other Priority Lien Debt to purchase, prepay or redeem with the Net Proceeds of such Asset Sales the maximum principal amount of Notes and other Junior Lien Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase, prepayment or redemption, in accordance with the procedures set forth in the Indenture and subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or other Junior Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Trustee or agent for such other Junior Lien Debt to be purchased by lot (unless otherwise required by law). Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from the Company prior to any related purchase, prepayment or redemption date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(7)NOTICE OF OPTIONAL REDEMPTION. Notices of optional redemption will be mailed by first-class mail (or in the case of Notes in the form of Global Notes, pursuant to the applicable procedures of DTC) at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof (or in denominations of $1.00 or integral multiples of $1.00 in the case of any PIK Notes).

(8)DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 or an integral multiple of $1,000 in excess thereof; provided that PIK Payments may result in Notes being issued in denominations of $1.00 and integral multiples of $1.00. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted

A-7


 

by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(9)PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(10)Security and Collateral. The Notes will be entitled to the benefits of certain Collateral pledges for the benefit of the Holders pursuant to the terms of the Security Documents, subject to the rights of holders of certain Indebtedness under the Intercreditor Agreement, if any. Reference is hereby made to the Security Documents for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Company, the Guarantors, the Collateral Trustee, the Trustee and the Holders. The Company agrees, and each Holder by accepting a Note agrees, to the provisions contained in the Security Documents and the Indenture and authorizes the Collateral Trustee and the Trustee to give them effect and appoints the Collateral Trustee as attorney-in-fact for such purpose.

(11)AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees or the Security Documents may be amended or supplemented with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement), and any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement). Without the consent of any Holder of Notes, the Indenture, the Notes, the Note Guarantees or the Security Documents may be amended or supplemented (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement): (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets, as applicable; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any Holder; (v) to conform the text of the Indenture, the Notes, the relevant Security Documents or the Note Guarantees to any provision of the “Description of the New Second Lien Notes” section of the Issuers’ Offering Memorandum dated April 17, 2020, to the extent that such provision in that “Description of the New Second Lien Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the relevant Security Documents or the Note Guarantees; (vi) to provide for the issuance of Additional Notes and related Note Guarantees (and the grant of security for the benefit of

A-8


 

the Additional Notes and related Note Guarantees) or PIK Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in the Indenture; (vii) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; (viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents; (ix) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral or discharge or termination of any Lien on Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; (x) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture or any of the Security Documents; (xi) to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or otherwise; (xii) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document; (xiii) with respect to the Security Documents, as provided in the Collateral Trust Agreement; (xiv) to make any change not adverse to the Holders of the Notes in order to facilitate entry into the ABL Documents, Priority Lien Documents or other Junior Lien Documents; (xv) in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; and (xvi) in the event of an issuance of MFN Debt, to increase the interest rate or provide for earlier final maturity or required payments of principal pursuant to Section 4.09(d) of the Indenture.

(12)DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in the payment when due of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company to comply with its obligations under Section 5.01 of the Indenture or to consummate a purchase of Notes when required pursuant to Sections 4.10 or 4.14 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with the provisions of Section 4.07 or Section 4.09 of the Indenture or to comply with the provisions of Section 4.10 or Section 4.14 of the Indenture to the extent not described in the immediately preceding clause (iii); (v) (a) except as addressed in subclause (b) of this clause (v), failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with any of the other agreements in the Indenture or this Note or (b) failure by the Company for 180 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then

A-9


 

outstanding Notes to comply with Section 4.03 of the Indenture; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; provided, however, that if, prior to any acceleration of the Notes, (1) any such Payment Default is cured or waived, (2) any such acceleration of such Indebtedness is rescinded, or (3) such Indebtedness is repaid within a period of 10 Business Days from the continuation of such default beyond any applicable grace period for such Payment Default or the occurrence of such acceleration, as the case may be, then any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary to pay final judgments (entered by a court or courts of competent jurisdiction) aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, except, in each case, by reason of the release of such Note Guarantee in accordance with the Indenture; (ix) an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a custodian of it or for all or substantially all of its property, (d) makes a general assignment for the benefit of its creditors, or (e) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (a) is for relief against any Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case, (b) appoints a custodian of any Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or (c) orders the liquidation of an Issuer or any of the

A-10


 

Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 consecutive days; and (xi) the occurrence of any of the following: (a) except as permitted by this Indenture or the relevant Security Documents, any security document ceases for any reason to be fully enforceable in any material respect; provided that it will not be an Event of Default under this clause (11)(a) if the sole result of the failure of one or more Security Documents to be fully enforceable in any material respect is that any Junior Lien purported to be granted under such Security Documents on Collateral, individually or in the aggregate, having a Fair Market Value of not more than $25.0 million ceases to be an enforceable and perfected second-priority Lien, subject only to Permitted Liens; provided further, that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 30 days after any officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period; (b) except as permitted by this Indenture or the relevant Security Documents, any Junior Lien for the benefit of the Holders of the Notes purported to be granted under any Security Document on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $25.0 million ceases to be an enforceable and perfected second-priority Lien in any material respect, subject to Permitted Liens, and such condition continues for 60 days after written notice by the Trustee or the Collateral Trustee (after the Trustee or Collateral Trustee has received written notice of such cessation from the holders of 25% or more of the aggregate principal amount of the Notes outstanding) of failure to comply with such requirement; provided that it will not be an Event of Default under this clause if such condition results from the action or inaction of the Trustee or the Collateral Trustee; provided further, that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 30 days after any officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period; or (c) the Company or any Restricted Subsidiary of the Company, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any material obligation of the Company or such Restricted Subsidiary set forth in or arising under any Security Document for the benefit of the Holders of the Notes. In the case of an Event of Default specified in the immediately preceding clause (ix) or clause (x), with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all then outstanding Notes will become due and payable immediately without further action or notice (subject to applicable law). If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company and, in the case of a notice by Holders, also to the Trustee specifying the respective Event of Default and that it is a notice of acceleration. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, or interest or premium, if any, on, any Note) if it in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal

A-11


 

amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration and its consequences if the rescission would not violate any judgment or decree and if all existing Events of Default (except non-payment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13)TRUSTEE DEALINGS WITH THE ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for any Issuer or its Affiliates, and may otherwise deal with any Issuer or its Affiliates, as if it were not the Trustee.

(14)NO RECOURSE AGAINST OTHERS. None of the General Partner or any director, officer, partner, employee, incorporator, manager, unitholder or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or such Guarantor under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(15)AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(18)GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CSI Compressco LP

24955 Interstate 45 North

A-12


 

The Woodlands, Texas 77380

Attention: General Counsel

 

 


A-13


 

Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

 

 

 

(Print or type assignee’s name, address and zip code.)

And irrevocably appoint
to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.

Date: _______

Your signature: ___________________________
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: __________________________

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below:

__Section 4.10                                    __Section 4.14

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$___________________

Date: ____________________

Your Signature:  ___________________________
(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:  _____________________

Signature Guarantee*: ___________________________

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of decrease in Principal Amount of this Global Note

Amount of increase in Principal Amount of this Global Note

Principal Amount of this Global Note following such decrease (or increase)

Signature of authorized officer of Trustee or Custodian

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* This schedule should be included only if the Note is issued in global form.

 

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

CSI Compressco LP
24955 Interstate 45 North
The Woodlands, Texas 77380

U.S. Bank National Association
13737 Noel Road, Suite 800
Dallas, Texas 75240
Attention: Global Corporate Trust Services

Re: 10.000%/10.750% Senior Secured Second Lien Notes due 2026

Reference is hereby made to the Indenture, dated as of June 12, 2020 (the “Indenture”), among CSI Compressco LP and CSI Compressco Finance Inc., as issuers (the “Issuers”), the Guarantors party thereto, U.S. Bank National Association, as Trustee, and U.S. Bank National Association, as Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

________________________, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to _______________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.    Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A

. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the

B-1

 


 

transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3. Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) such Transfer is being effected to an Issuer or a subsidiary thereof;

or

(c) such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement

B-2


 

Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

 

[Insert Name of Transferor]

 

By:_______________________________________
Name:
Title:

Dated: ______________________

 

B-3


 

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) a beneficial interest in the:

 

(i)

144A Global Note (CUSIP [    ]), or

 

(ii)

Regulation S Global Note (CUSIP [    ]), or

 

(iii)

☐ IAI Global Note (CUSIP [    ]); or

(b) a Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a) a beneficial interest in the:

 

(i)

144A Global Note (CUSIP [    ]), or

 

(ii)

Regulation S Global Note (CUSIP [    ]), or

 

(iii)

IAI Global Note (CUSIP [    ]); or

 

(iv)

Unrestricted Global Note (CUSIP [    ]); or

(b) a Restricted Definitive Note; or

(c) an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

 

 

 

B-4


EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

CSI Compressco LP
24955 Interstate 45 North
The Woodlands, Texas 77380

U.S. Bank National Association
13737 Noel Road, Suite 800
Dallas, Texas 75240
Attention: Global Corporate Trust Services

Re:10.000%/10.750% Senior Secured Second Lien Notes due 2026 (CUSIP _________________)

Reference is hereby made to the Indenture, dated as of June 12, 2020 (the “Indenture”), among CSI Compressco LP and CSI Compressco Finance Inc., as issuers (the “Issuers”), the Guarantors party thereto, U.S. Bank National Association, as Trustee, and U.S. Bank National Association, as Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

_____________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

 


 

(c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

 

C-2


 

[Insert Name of Transferor]

By:_______________________________________
Name:
Title:

Dated: ______________________

 

 

C-3


EXHIBIT D

FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

CSI Compressco LP
24955 Interstate 45 North
The Woodlands, Texas 77380

U.S. Bank National Association
13737 Noel Road, Suite 800
Dallas, Texas 75240
Attention: Global Corporate Trust Services

Re:

10.000%/10.750% Senior Secured Second Lien Notes due 2026

Reference is hereby made to the Indenture, dated as of June 12, 2020 (the “Indenture”), among CSI Compressco LP and CSI Compressco Finance Inc., as issuers (the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $

aggregate principal amount of:

(a) a beneficial interest in a Global Note, or

(b) a Definitive Note,

we confirm that:

1.We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to an Issuer or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a

D-1

 


 

transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

 

 

[Insert Name of Accredited Investor]

 

By:_______________________________________
Name:
Title:

Dated: ______________________

 

D-2

 


EXHIBIT E

FORM OF NOTATION OF NOTE GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of June 12, 2020 (the “Indenture”) among CSI Compressco LP and CSI Compressco Finance Inc., as issuers (together, the “Issuers”), the Guarantors party thereto, U.S. Bank National Association, as trustee (the “Trustee”), and U.S. Bank National Association, as collateral trustee (the “Collateral Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium, if any, and interest on, the Notes, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders, the Trustee or the Collateral Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes, to the Trustee and to the Collateral Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[GUARANTOR]

By:_______________________________________
Name:
Title:

 

 

 

E-1

 


EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of _________________, 20__, among _____________________ (the “Guaranteeing Subsidiary”), a subsidiary (or a permitted successor thereof) of CSI Compressco LP (“Compressco”), a Delaware limited partnership, or CSI Compressco Finance Inc. (“Finance Corp.,” and, together with Compressco, the Issuers”), a Delaware corporation, the Issuers, the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank National Association, as trustee (the “Trustee”), and U.S. Bank National Association, as collateral trustee under the Indenture referred to below (the Collateral Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 12, 2020 providing for the issuance of 10.000%/10.750% Senior Secured Second Lien Notes due 2026 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Collateral Trustee are authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of Notes as follows:

1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

3.EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

4.NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of the Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, the Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of,

F-1

 


 

such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

5.NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

6.COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7.EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8.THE TRUSTEE AND THE COLLATERAL TRUSTEE. Neither the Trustee nor the Collateral Trustee shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.

 

F-2


 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: _____________________, 20___

 

GUARANTEEING SUBSIDIARY:

[_____________________]

By:
Name:
Title:

 

ISSUERS:

CSI COMPRESSCO LP

 

By:

CSI Compressco GP Inc.,
its general partner

 

By:
Name:
Title:  

 

CSI COMPRESSCO FINANCE INC.

 

By:
Name:
Title:  

 

EXISTING GUARANTORS:

CSI COMPRESSCO SUB, INC.

By:

Name:

Title:  

F-3


 

CSI COMPRESSCO OPERATING LLC

 

By:

CSI Compressco LP,
its sole member

 

By:

CSI Compressco GP Inc.,
its general partner

By:

Name:

Title:  

CSI COMPRESSCO FIELD SERVICES INTERNATIONAL, LLC

 

By:

CSI Compressco Operating LLC,
its sole member

 

By:

CSI Compressco LP,
its sole member

 

By:

CSI Compressco GP Inc.,
its general partner

By:

Name:

Title:  

CSI COMPRESSCO INTERNATIONAL, LLC

 

By:

CSI Compressco Operating LLC,
its sole member

 

By:

CSI Compressco LP,
its sole member

 

By:

CSI Compressco GP Inc.,
its general partner

By:

Name:

Title:  


F-4


 

CSI COMPRESSCO HOLDINGS LLC

 

By:

CSI Compressco Operating LLC,
its sole member

 

By:

CSI Compressco LP,
its sole member

 

By:

CSI Compressco GP Inc.,
its general partner

By:

Name:

Title:  

CSI COMPRESSCO LEASING LLC

 

By:

CSI Compressco Operating LLC,
its sole member

 

By:

CSI Compressco LP,
its sole member

 

By:

CSI Compressco GP Inc.,
its general partner

By:

Name:

Title:  

CSI COMPRESSION HOLDINGS llc

 

By:

    CSI Compressco Sub Inc.,
     its sole member

 

By:

  
   Name:  
   Title:    


F-5


 

ROTARY COMPRESSOR SYSTEMS, INC.

By:

Name:

Title:  

 

TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

 

By:
Authorized Signatory

 

COLLATERAL TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee

 

By:
Authorized Signatory

 

F-6

Exhibit 10.1

 

 

SECOND AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

among

CSI COMPRESSCO LP,

CSI COMPRESSCO SUB INC.,

and

CSI COMPRESSCO OPERATING LLC,

as Borrowers,

 

the Guarantors Party Hereto,

 

BANK OF AMERICA, N.A.,
as Administrative Agent, Issuing Bank, and Swing Line Lender,

and

the Lenders Party Hereto

 

Dated as of June 11, 2020

 

 

 


 

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”), dated as of June 11, 2020, is by and among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company (“Operating LLC” and collectively with the Company and Sub Inc., the “Borrowers”), the Guarantors party hereto, the Lenders party hereto, the Issuing Bank, the Swing Line Lender and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacity, “Administrative Agent”).

RECITALS:

A.The Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Loan and Security Agreement dated as of June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) pursuant to which the Lenders have made certain credit available to and on behalf of the Borrowers.

B.The Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement as more fully described herein.

C.NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Second Amendment and in consideration of the promises and the mutual covenants herein contained and subject solely to the satisfaction of the conditions set forth in Section 3 below, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms. Unless otherwise indicated, each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.

Section 2.Amendments to Credit Agreement.

2.1.Amendments Generally.  The Credit Agreement (other than the signature pages, Exhibits and Schedules thereto) is hereby amended in its entirety as set forth in the pages of the Credit Agreement attached hereto as Exhibit A.

2.2.Amendment to Schedule 1.1.  Schedule 1.1 of the Credit Agreement is hereby replaced in its entirety with Schedule 1.1 attached hereto as Exhibit B.

2.3.Amendment to the Exhibits.  The Exhibits of the Credit Agreement are hereby amended by adding Exhibit J to the Credit Agreement immediately after current Exhibit I of the Credit Agreement with Exhibit C attached hereto.

Section 3.Conditions Precedent.  This Second Amendment shall become effective on the date (such date, the “Second Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 15.1 of the Credit Agreement):


1

 


 

3.1.The Administrative Agent shall have received from the Lenders, the Issuing Bank, the Borrowers and the Guarantors, counterparts in accordance with Section 4.5 of this Second Amendment signed on behalf of such Person.

3.2.The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date in connection with this Second Amendment, any other Loan Document, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrowers pursuant to the Credit Agreement or any other Loan Document.

3.3.As of the Second Amendment Effective Date, immediately after giving effect to this Second Amendment, all of the representations and warranties contained in each Loan Document to which any Obligor is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except for representations and warranties that expressly relate to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specified earlier date (provided that the references to certain specified financial statements in clauses (a) and (b) of Section 9.1.5 of the Credit Agreement shall be deemed to be references to the most recent financial statements furnished pursuant to clauses (a) and (b) of Section 10.1.2 of the Credit Agreement, respectively).

3.4.As of the Second Amendment Effective Date, (A) no Default, Event of Default or Overadvance has occurred and is continuing and (B) immediately after giving effect to this Second Amendment, no Default, Event of Default or Overadvance will have occurred and be continuing.

3.5.Each Lender shall have received for its individual account a consent fee of $50,000.00 (it being understood that the total aggregate consent fees payable by the Borrowers in connection with the Second Amendment shall be $100,000.00), which shall be fully earned upon the Second Amendment Effective Date, shall be nonrefundable for any reason whatsoever, and shall be in addition to any other fees, costs and expenses payable pursuant to this Second Amendment, the Credit Agreement or any other Loan Document.  Such consent fee shall be paid in U.S. dollars and in immediately available funds and shall be made without deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing authority, or will be grossed up by the Borrowers for such amount as provided in the Credit Agreement.

By providing counterparts to this Second Amendment to the Administrative Agent as required under Section 3.1, each of the undersigned Borrowers and Guarantors represents and warrants that, as of the Second Amendment Effective Date, the conditions set forth in Section 3.3 and Section 3.4 of this Second Amendment are satisfied.

The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective when it has received, to the satisfaction of the Administrative Agent, documents evidencing compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 15.1 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.  


2

 


 

Section 4.Miscellaneous.

4.1.Confirmation.  The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment. On and after the Second Amendment Effective Date, this Second Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement, as amended by this Second Amendment, and the other Loan Documents. On and after the Second Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement, as amended by this Second Amendment. Each reference to the Credit Agreement in the other Loan Documents shall mean the Credit Agreement, as amended by this Second Amendment. The amendments contemplated by this Second Amendment are limited solely to the items expressly set forth herein and are subject to the conditions set forth herein.  

4.2.Reservation of Rights.  The execution, delivery and effectiveness of this Second Amendment shall not, except as expressly set forth herein, (i) constitute a consent to any action or inaction by the Borrowers or Guarantors, (ii) be a consent to any other amendment, waiver or modification of any term or condition of the Credit Agreement or any other Loan Document, nor (iii) prejudice, limit, impair or otherwise affect or operate as a waiver of any right, power or remedy which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document (after giving effect to this Second Amendment). Nothing in this Second Amendment shall be construed to imply any willingness on the part of the Administrative Agent or the Lenders to grant any similar or future amendment (or any consent or waiver) of any of the terms and conditions of the Credit Agreement or the other Loan Documents.

4.3.RELEASE.  EACH OF THE UNDERSIGNED BORROWERS AND GUARANTORS (ON BEHALF OF ITSELF AND ITS AFFILIATES) HEREBY FOREVER WAIVES, RELEASES, ACQUITS AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND RECOUPMENT), SUITS, DEMANDS, DEBTS, ACCOUNTS, CONTRACTS, LIABILITIES, OBLIGATIONS, JUDGMENTS, DAMAGES, ACTIONS AND CAUSES OF ACTIONS, WHETHER IN LAW OR IN EQUITY, OF WHATSOEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, WHETHER NOW OR HEREAFTER EXISTING, THAT THE UNDERSIGNED BORROWERS AND GUARANTORS (AND EACH OF THEIR AFFILIATES) AT ANY TIME HAD OR HAS, OR THAT ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS AND “CONTROLLING PERSONS” (WITHIN THE MEANING OF FEDERAL SECURITIES LAWS) HEREAFTER CAN OR MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER AND ANY ISSUING BANK OR ANY OF THEIR RESPECTIVE AFFILIATES (AND EACH OF THEIR RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, TRUSTEES AND ADVISORS), IN EACH CASE THROUGH THE SECOND AMENDMENT EFFECTIVE DATE AND IN CONNECTION WITH THIS SECOND AMENDMENT, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, ALL OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH, AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

3

 


 

4.4.Ratification and Affirmation.  Each Borrower and each Guarantor hereby renews, extends, ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby.

4.5.Counterparts. This Second Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Second Amendment (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures.  The Borrowers and the Guarantors agree that any Electronic Signature on or associated with the Second Amendment shall be valid and binding on the Borrowers and the Guarantors to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Borrowers and the Guarantors, enforceable against such in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.   Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record.  Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrowers and the Guarantors without further verification and (b) it is understood and agreed that the Borrowers and Guarantors shall each deliver three (3) original executed signature pages to this Second Amendment as promptly as practicable after the Second Amendment Effective Date.  For purposes of this Section 4.5, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

4.6.Payment of Expenses. The Borrowers agree to pay or reimburse the Administrative Agent for its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Second Amendment, any other documents prepared herewith and the transactions contemplated hereby, in each case, in accordance with Section 3.4 of the Credit Agreement.

4.7.NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,

4

 


 

CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

4.8.GOVERNING LAW. THIS SECOND AMENDMENT AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.

4.9.CONSENT TO FORUM; BAIL-IN OF EEA FINANCIAL INSTITUTIONS; WAIVERS BY OBLIGORS.  The provisions of Sections 15.14 and 15.15 of the Credit Agreement are hereby incorporated herein as though stated in their entirety herein, mutatis mutandis.

4.10.Inaction by the Administrative Agent or Lenders.  No failure or delay on the part of the Administrative Agent or Lenders to exercise any right or remedy under the Credit Agreement, any other Loan Document or Applicable Law shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, any other Loan Document or Applicable Law, as applicable.

[Signature Page to Follow]

 

 

 

5

 


 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

BORROWERS:

 

CSI COMPRESSCO LP

By:  CSI Compressco GP Inc.,

its General Partner

 

By:  /s/ Jacek Mucha

Name:  Jacek Mucha

Title:    Treasurer

 

CSI COMPRESSCO SUB INC.

 

By:  /s/ Jacek Mucha

Name:  Jacek Mucha

Title:    Treasurer

 

CSI COMPRESSCO operating llc

 

By:  /s/ Jacek Mucha

Name:  Jacek Mucha

Title:    Treasurer

 


[Signature Page to Second Amendment]

 

 


 

guarantors:

CSI COMPRESSCO FINANCE Inc.

By: /s/ Jacek Mucha
Name:  Jacek Mucha
Title:    Treasurer

CSI Compressco field Services International llc

By: CSI Compressco Operating LLC,
       its sole member

 

By: /s/ Jacek Mucha
Name:  Jacek Mucha
Title:    Treasurer

CSI Compressco International llc

By:  CSI Compressco Operating LLC,
        its sole member

 

By: /s/ Jacek Mucha
Name:  Jacek Mucha
Title:    Treasurer

 


[Signature Page to Second Amendment]

 

 


 

CSI Compressco holdings llc

By:  CSI Compressco Operating LLC,
its sole member

By: /s/ Jacek Mucha
Name:  Jacek Mucha
Title:    Treasurer

CSI Compressco leasing llc

By:  CSI Compressco Operating LLC,
its sole member

By: /s/ Jacek Mucha
Name:  Jacek Mucha
Title:    Treasurer

CSI COMPRESSION HOLDINGS, llc

By:  CSI Compressco Sub Inc.,
its sole member

By: /s/ Jacek Mucha
Name:  Jacek Mucha
Title:    Treasurer

ROTARY COMPRESSOR SYSTEMS, INC.

By: /s/ Jacek Mucha
Name:  Jacek Mucha
Title:    Treasurer


[Signature Page to Second Amendment]

 

 


 

 

AGENT AND LENDERS:

 

BANK OF AMERICA, N.A.,

as Administrative Agent, Issuing Bank, Swing Line Lender and Lender

 

/s/ Terrance O. McKinney

Name: Terrance O. McKinney

Title:   Senior Vice President

 

 


[Signature Page to Second Amendment]

 

 


 

JPMORGAN CHASE BANK, N.A.,

as a Lender

 

/s/ J. Devin Mock

Name: J. Devin Mock

Title:   Authorized Officer

 

 

[Signature Page to Second Amendment]

 

 


 

EXHIBIT A

[see attached]

 

 

 

 

 

 

 


 

 

 

 

LOAN AND SECURITY AGREEMENT

 

Dated as of June 29, 2018

 

______________________________________________________________________________

 

CSI COMPRESSCO LP,

 

CSI COMPRESSCO SUB INC.,

 

and

 

CSI COMPRESSCO OPERATING LLC,

 

as Borrowers

______________________________________________________________________________

 

BANK OF AMERICA, N.A.,

as Administrative Agent, Issuing Bank, and Swing Line Lender,

 

and

 

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders

______________________________________________________________________________

 

Merrill Lynch, Pierce, Fenner & Smith IncORPORATED,

as Joint Lead Arranger and Sole Bookrunner,

 

and

 

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arranger and Sole Syndication Agent

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

Page

Section 1.  

DEFINITIONS; RULES OF CONSTRUCTION

1

 

 

 

1.2

Accounting Terms

41

1.3

Uniform Commercial Code

42

1.4

Certain Matters of Construction

42

1.5

Pro Forma Calculations

42

 

 

 

Section 2.  

CREDIT FACILITIES

43

 

 

 

2.1

Commitment

43

2.2

Letter of Credit Facility

45

 

 

 

Section 3.  

INTEREST, FEES AND CHARGES

48

 

 

 

3.1

Interest

48

3.2

Fees

51

3.3

Computation of Interest, Fees, Yield Protection

51

3.4

Reimbursement Obligations

52

3.5

Illegality

52

3.6

Inability to Determine Rates

52

3.7

Increased Costs; Capital Adequacy

53

3.8

Mitigation

54

3.9

Funding Losses

54

3.10

Maximum Interest

54

 

 

55

Section 4.

LOAN ADMINISTRATION

55

 

 

 

4.1

Manner of Borrowing and Funding Loans

56

4.2

Defaulting Lender

56

4.3

Number and Amount of LIBOR Loans; Determination of Rate

57

4.4

Borrower Agent

57

4.5

One Obligation

57

4.6

Effect of Termination

58

4.7

Designated Borrower

59

 

 

59

Section 5.

PAYMENTS

59

 

 

 

5.1.

General Payment Provisions

 

5.2.

Repayment of Loans

59

5.3.

Payment of Other Obligations

59

5.4.

Marshaling; Payments Set Aside

59

5.5.

Application and Allocation of Payments

60

5.6.

Dominion Account

61

5.7.

Account Stated

61

i


 

5.8.

Taxes

61

5.9.

Lender Tax Information

63

5.10.

Nature and Extent of Each Borrower’s Liability

64

 

 

 

Section 6.

CONDITIONS PRECEDENT

66

 

 

 

6.1.

Conditions Precedent to Closing

66

6.2.

Conditions Precedent to All Credit Extensions

69

 

 

 

Section 7.

COLLATERAL

70

 

 

 

7.1.

Grant of Security Interest

70

7.2.

Deposit Accounts; Securities Accounts; Commodity Accounts; Cash Collateral

71

7.3.

Other Collateral

71

7.4.

Limitations

71

7.5.

Further Assurances

72

7.6.

Collateral Rights Agreement

72

 

 

 

Section 8.

COLLATERAL ADMINISTRATION

72

 

 

 

8.1.

Borrowing Base Reports

72

8.2.

Accounts

73

8.3.

Proceeds of Secured Notes Collateral

74

8.4.

Inventory

74

8.5.

Spare Parts Inventory.

75

8.6.

Deposit Accounts; Securities Accounts; Commodity Accounts

75

8.7.

General Provisions

76

8.8.

Power of Attorney

76

 

 

 

Section 9.

REPRESENTATIONS AND WARRANTIES

77

 

 

 

9.1.

General Representations and Warranties

77

 

 

 

Section 10.

COVENANTS AND CONTINUING AGREEMENTS

84

 

 

 

10.1.

Affirmative Covenants

84

10.2.

Negative Covenants

91

10.3.

Financial Covenants

104

 

 

 

Section 11.

GUARANTY

104

 

 

 

11.1.

Guaranty

104

11.2.

No Setoff or Deductions; Taxes; Payments

104

11.3.

Rights of Secured Parties

105

11.4.

Certain Waivers

105

11.5.

Obligations Independent

105

11.6.

Subrogation

106

11.7.

Termination; Reinstatement

106

i


 

11.8.

Subordination

106

11.9.

Stay of Acceleration

106

11.10.

Expenses

106

11.11.

Miscellaneous

106

11.12.

Condition of Obligors

107

11.13.

Additional Guarantors

107

 

 

 

Section 12.

EVENTS OF DEFAULT; REMEDIES ON DEFAULT

107

 

 

 

12.1.

Events of Default

107

12.2.

Remedies upon Default

109

12.3.

License

110

12.4.

Setoff

110

12.5.

Remedies Cumulative; No Waiver

110

 

 

 

Section 13.

ADMINISTRATIVE AGENT

111

 

 

 

13.1.

Appointment, Authority and Duties of Administrative Agent

111

13.2.

Agreements Regarding Collateral and Borrower Materials

112

13.3.

Reliance By Administrative Agent

113

13.4.

Action Upon Default

113

13.5.

Ratable Sharing

113

13.6.

Indemnification

113

13.7.

Limitation on Responsibilities of Administrative Agent

114

13.8.

Successor Administrative Agent and Co-Agents

114

13.9.

Due Diligence and Non-Reliance

115

13.10.

Remittance of Payments and Collections

115

13.11.

Individual Capacities

115

13.12.

Titles

116

13.13.

Bank Product Providers

116

13.14.

Collateral Agent

116

13.15.

No Third Party Beneficiaries

116

13.16.

Certain ERISA Matters

116

 

 

 

Section 14.

BENEFIT OF AGREEMENT; ASSIGNMENTS

118

 

 

 

14.1.

Successors and Assigns

118

14.2.

Participations

118

14.3.

Assignments.

119

14.4.

Replacement of Certain Lenders

120

 

 

 

Section 15.

MISCELLANEOUS

120

 

 

 

15.1.

Consents, Amendments and Waivers

120

15.2.

Indemnity

121

15.3.

Notices and Communications

122

15.4.

Performance of Borrowers’ Obligations

123

15.5.

Credit Inquiries

123

15.6.

Severability

123

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15.7.

Cumulative Effect; Conflict of Terms

123

15.8.

Counterparts; Execution

124

15.9.

Entire Agreement

124

15.10.

Relationship with Lenders

124

15.11.

No Advisory or Fiduciary Responsibility

124

15.12.

Confidentiality

124

15.13.

Governing Law

125

15.14.

Consent to Forum; Bail-In of Affected Financial Institutions

125

15.15.

Waivers by Obligors

126

15.16.

Patriot Act Notice

126

15.17.

No Oral Agreement

127

15.18.

Acknowledgement Regarding Any Supported QFCs

127

 

 

iii


 

 

LIST OF EXHIBITS AND SCHEDULES

Exhibit AForm of Assignment

Exhibit BForm of Borrowing Base Report

Exhibit CForm of Compliance Certificate

Exhibit DForm of Lien Waiver

Exhibit EForm of Notice of Borrowing

Exhibit FForm of Notice of Conversion/Continuation

Exhibit GForm of Perfection Certificate

Exhibit HForm of Designated Borrower Request and Assumption Agreement

Exhibit IForm of Designated Borrower Notice

Exhibit JForm of Rolling Forecast Report

 

 

Schedule 1.1Commitments of Lenders

Schedule 1.1(b)Account Debtors

Schedule 2.2Existing Letters of Credit

Schedule 8.6Deposit Accounts, Securities Accounts and Commodity Accounts

Schedule 8.7.1Collateral Locations

Schedule 9.1.3Approvals; Other Consents

Schedule 9.1.5Material Debt and Other Liabilities

Schedule 9.1.6Litigation

Schedule 9.1.11Capital Structure

Schedule 9.1.16Compliance with Laws

Schedule 9.1.20(a)Filing Offices

Schedule 9.1.22Locations of Offices

Schedule 9.1.27Material Contracts

Schedule 10.1.15Post-Closing Undertakings

Schedule 10.2.1(h)Debt

Schedule 10.2.2Liens

Schedule 10.2.4Investments

Schedule 10.2.10Transactions with Affiliates

 

 

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT is dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.

R E C I T A L S:

Borrowers have requested that Lenders provide a credit facility to Borrowers to finance their mutual and collective business enterprise.  Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

Section 1.

DEFINITIONS; RULES OF CONSTRUCTION

1.1Definitions.  As used herein, the following terms have the meanings set forth below:

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

Account Debtor”: a Person obligated under an Account, Chattel Paper or General Intangible.

Acquisition”: a transaction or series of transactions resulting in (a) acquisition of a business, division, line of business or all or substantially all assets of a Person or (b) record or beneficial ownership of more than 50% of the Equity Interests of a Person (including by merger, consolidation or combination of a Borrower or a Restricted Subsidiary with another Person) in each case, for which the aggregate consideration payable in connection with such acquisition or group of transactions which are part of a common plan equals or exceeds $2,500,000 (excluding any consideration paid with Equity Interests).

Additional Issuing Bank”: any financial institution that is a Lender selected by Borrower Agent and approved by Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed) to issue one or more Letters of Credit hereunder, provided that such financial institution consents to becoming an Additional Issuing Bank and provided further that such financial institution shall become a party to this Agreement in the capacity as an Issuing Bank by executing a joinder agreement in form and substance reasonably satisfactory to Administrative Agent and signed by the Borrowers, the Additional Issuing Bank and Administrative Agent.

Administrative Agent”: as defined in the introductory paragraph hereto.

Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

Affiliate”: with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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Agent Indemnitees: Administrative Agent and its Affiliates, and any of each of their respective partners, officers, directors, employees, agents, trustees, advisors and other representatives.

Agent Professionals”: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Administrative Agent.

Agreement”: as defined in the introductory paragraph hereto.

Allocable Amount”: as defined in Section 5.10.3(b).

Anti-Corruption Laws”: all laws, rules and regulations of any jurisdiction applicable to any of the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act.

Anti-Terrorism Law”: any law relating to terrorism or money laundering, including the PATRIOT Act.

Applicable Law”: any and all laws, rules, regulations and governmental guidelines applicable to any Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, ordinances, judgments, orders and decrees of Governmental Authorities, including for purposes of Section 5.8, FATCA.

Applicable Margin”: for LIBOR Loans and Base Rate Loans, the following percentages per annum based upon the arithmetic mean of the daily Excess Availability (expressed as a percentage of the Borrowing Base (not to exceed the Line Cap)) computed for a quarterly period, determined as of the last day of the immediately preceding Fiscal Quarter, as set forth in the pricing grid below:

Level

The arithmetic mean of daily Excess Availability (expressed as a percentage of the Borrowing Base (not to exceed the Line Cap))

LIBOR Rate Loans

Base Rate Loans

I

≥ 50%

3.00%

2.00%

II

≥ 30% but < 50%

3.25%

2.25%

III

<30%

3.50%

2.50%

 

From the Closing Date until the first day after the end of the second full Fiscal Quarter after the Closing Date, the Applicable Margin shall be determined as if Level II were applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease by Administrative Agent on the first day of the month immediately following each Fiscal Quarter end, based on the average daily Excess Availability for the preceding Fiscal Quarter.  If the Borrowers fail to deliver any Borrowing Base Report when required hereunder (after giving effect to applicable grace periods), then, at the option of Administrative Agent or the Required Lenders, the Applicable Margin shall be determined as if Level III were applicable until the date of actual receipt of such Borrowing Base Report.

Applicant Borrower”: as defined in Section 4.7.1.

Applicant Borrower Materials” as defined in Section 4.7.1.

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Approval: any approval, consent, exemption, authorization, permit, certificate, license, concession, grant, franchise or other authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person.

Approved Fund”: any Person (other than a natural Person) engaged in making, purchasing, holding or otherwise investing in commercial loans in its ordinary course of activities and that is administered or managed by a Lender, an entity that administers or manages a Lender or an Affiliate of either.

Arranger”: Bank of America or any of its Affiliates, in its capacity as joint lead arranger and sole bookrunner (the “Lead Left Arranger”), and JPMorgan Chase Bank, N.A. or any of its Affiliates, in its capacity as joint lead arranger and sole syndication agent.

Assignment”: an assignment and acceptance agreement between a Lender and Eligible Assignee, substantially in the form of Exhibit A or otherwise reasonably satisfactory to Administrative Agent.

Attributable Debt”: on any date, (a) in respect of any Capitalized Lease obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.

Audited Financial Statements”: the audited consolidated balance sheet of the Company and its Subsidiaries as of and for each fiscal year ended December 31, 2017, December 31, 2016 and December 31, 2015, and the related consolidated statements of income or operations, partners’ capital and cash flows for each such fiscal year of the Company and its Subsidiaries, if any, including the notes thereto.

Availability Reserve”: the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the Tax Reserve; (d) the Bank Product Reserve; (e) the aggregate amount of liabilities secured by Liens upon the Collateral that are senior to Administrative Agent’s Liens on the Collateral (but imposition of any such reserve shall not waive an Event of Default, if any, arising therefrom); (f) the Dilution Reserve; (g) Disposition Reserve, (h) the Excess Availability Reserve and (i) such additional reserves, in such amounts and with respect to such matters, as Administrative Agent in its Permitted Discretion may elect to impose from time to time, in each case, implemented pursuant to Section 8.1.2.

Available Cash” for any Fiscal Quarter has the meaning set forth in the Partnership Agreement.

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

Bail-In Legislation”: (a) 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, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

Bank of America”: Bank of America, N.A., a national banking association, and its successors and assigns.

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Bank of America Indemnitees: Bank of America (including in its capacity as Arranger) and its Affiliates and any of each of their respective partners, officers, directors, employees, agents, trustees, advisors and other representatives.

Bank Product”: any of the following products, services or facilities extended to any Obligor or a Restricted Subsidiary of a Borrower and/or a Guarantor by any Person that (a) at the time it enters into a Bank Product is a Lender or any of its Affiliates or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Bank Product with any Obligor or a Restricted Subsidiary of a Borrower and/or a Guarantor, in each case in its capacity as a party to such Bank Product (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender): (i) Cash Management Services; (ii) products under Hedging Agreements; (iii) commercial credit card, purchase cards and merchant card services; and (iv) other banking products or services, other than Letters of Credit.

Bank Product Reserve”: the aggregate amount of reserves established by Administrative Agent from time to time in its Permitted Discretion in respect of Secured Bank Product Obligations.

Bankruptcy Code”: Title 11 of the United States Code.

Base Rate”: for any day, a fluctuating rate per annum equal to the highest of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as of such day, plus 1.0%; provided that, in no event shall the Base Rate be less than zero.

Base Rate Loan”: any Loan that bears interest based on the Base Rate.

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

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

Benefit Plan”: 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 Governors”: the Board of Governors of the Federal Reserve System.

Borrowers”: collectively, the Company, Sub Inc., Operating LLC and each Designated Borrower and each individually, a “Borrower”.

Borrower Agent”: as defined in Section 4.4.

Borrower Materials”: Borrowing Base Reports, Compliance Certificates, Payment Conditions Certificates, the Perfection Certificate and any other perfection certificate and other information, reports, financial statements and other materials delivered by or on behalf of Borrowers hereunder.

Borrowing”: a group of Loans that are made or converted together on the same day and have the same interest option and, if applicable, Interest Period.

Borrowing Base”: on any date of determination, an amount equal to the sum of the following:

(i)85% of Eligible Accounts Receivable; plus

(ii)the least of (x) $10,000,000, (y) 25% of the Line Cap, and (z) (A) prior to the delivery of the appraisal ordered pursuant to Section10.1.14, 50% of the net book value of the Eligible Spare Parts

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Inventory and (B) on and after the delivery of such appraisal, 85% of the NOLV Percentage of the net book value of the Eligible Spare Parts Inventory; minus

(iii)Availability Reserves.

Borrowing Base Report”: a report of the Borrowing Base certified by Borrowers, substantially in the form of Exhibit B or otherwise reasonably satisfactory to Administrative Agent.

Borrowing Base Reporting Trigger Period”: the period (a) commencing on the day that (i) any Event of Default has occurred and is continuing for a period of 2 consecutive Business Days, or (ii) Excess Availability plus the Excess Availability Reserve for 5 consecutive Business Days is less than 15% of the Line Cap then in effect; and (b) in each case, continuing until the day that (i) Excess Availability plus the Excess Availability Reserve has been greater than 15% of the Line Cap then in effect and (ii) no Event of Default has occurred and is continuing, in the case of each of the clauses (b)(i) and (b)(ii), for a period of 30 consecutive days.

Business Day”: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, North Carolina and New York, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted in the London interbank market.

Capital Expenditures”: without duplication and with respect to the CSI Group for any period, all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of the CSI Group (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of the CSI Group for such period, in each case prepared in accordance with GAAP; provided that Capital Expenditures shall not include (a) expenditures by the CSI Group in connection with Permitted Acquisitions or any Acquisition (without regard to the threshold described therein), (b) any such expenditure made to restore, replace or rebuild property, to the extent such expenditure is made with (x) net proceeds from a Disposition or (y) insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (c) any such expenditure funded or financed with the proceeds of Debt permitted hereunder (other than any revolving indebtedness), equity or any capital contribution to the CSI Group, (d) [reserved] and (e) with respect to any property, assets or business of any Person or of assets constituting a business unit, line of business or division of any Person acquired by the CSI Group, any expenditures (other than any amounts used to maintain, repair, renew or replace assets) made therefor prior to the consummation of such acquisition by the CSI Group.

Capitalized Leases”: at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

Cash Collateral”: cash, and any interest or other income earned thereon, that is delivered to Administrative Agent to Cash Collateralize any Obligations, and all interest, dividends, earnings and other proceeds relating thereto.

Cash Collateral Account”: a demand deposit, money market or other account established in the name of an Obligor by Administrative Agent at such financial institution as Administrative Agent may select in its Permitted Discretion, which account shall be subject to a Lien in favor of Administrative Agent for the benefit of Secured Parties.

Cash Collateral Agreement”: that certain Cash Collateral Agreement, dated as of March 22, 2018, among the Company, Sub Inc., and Bank of America, N.A., as L/C Issuer.

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Cash Collateralize: the delivery of cash to Administrative Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 103% of the aggregate LC Obligations; and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), in an amount equal to Administrative Agents good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. Cash Collateralization has a correlative meaning.

Cash Equivalents”: (a) Dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; (b) securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding 2 years from the date of acquisition; (c) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the U.S. government or any country that is a member of the European Union or any agency or instrumentality thereof, maturing within 24 months of the date of acquisition; (d) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition; (e) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a), (c), (d) and (f) entered into with any bank described in clause (d); (f) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within 12 months of the date of acquisition; (g) shares of any money market fund that has at least 95% of its assets that constitute Cash Equivalents of the kinds described in clauses (a) through (f) above; and (h) deposits in any currency available for withdrawal on demand with any commercial bank that is organized under the laws of any country in which the Borrowers or any Restricted Subsidiary maintains its chief executive office or is engaged in a line of business not prohibited under this Agreement; provided that all such deposits are made in such accounts in the Ordinary Course of Business.

Cash Management Services”: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

CFC”: a “controlled foreign corporation” within the meaning of section 957 of the Code.

Change in Law”: the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making, issuance or application of any request, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that “Change in Law” shall include, regardless of the date enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Change of Control”: the occurrence of one or more of the following events:

(a)the General Partner shall cease to be the sole general partner of the Company;

(b)50% or more of the seats (other than vacant seats) on the board of directors (or equivalent body) of the General Partner shall at any time be occupied by Persons who were neither (i) nominated or appointed by the Permitted Investor Group nor (ii) nominated or appointed by such directors;

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(c)members of the Permitted Investor Group, collectively, shall cease to own (i) Equity Interests representing greater than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the General Partner or (ii) greater than 50% of the economic interests represented by the issued and outstanding Equity Interests in the General Partner;

(d)except in a transaction expressly permitted under the Loan Documents and after giving effect thereto, the Company ceases to own and control, beneficially and of record, directly or indirectly, all Equity Interests in any other Borrower or any Obligor;

(e)the sale or transfer of all or substantially all assets of any Borrower, except to another Borrower; or

(f)any change of control or similar event, however defined, shall occur under the terms of any indenture, note agreement or other agreement governing (i) the Secured Notes, (ii) the Senior Notes, (iii) any Debt permitted under Section 10.2.1(g), (iv) any Refinancing Debt in respect of Debt subject to the foregoing subclauses (i), (ii) or (iii), and (v) any unsecured notes, if any, constituting Material Debt.

Claims”: all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable and documented out-of-pocket attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations or replacement of Administrative Agent or any Lender) (without duplication) incurred by any Indemnitee or asserted against any Indemnitee by any Obligor or other Person, in any way relating to (a) any Loans, Letters of Credit, Loan Documents, Borrower Materials, or the use thereof or transactions relating thereto; (b) any action taken or omitted to be taken in connection with any Loan Documents; (c) the existence or perfection of any Liens, or realization upon any Collateral; (d) exercise of any rights or remedies under any Loan Documents or Applicable Law; or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all reasonable and documented out-of-pocket costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date”: as defined in Section 6.1.

Code”: the Internal Revenue Code of 1986, as amended.

Collateral”: all Property described in Section 7.1, all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations, in each case, excluding Excluded Property.

Collateral Rights Agreement”: collectively, (a) the Collateral Rights Agreement, dated as of the date hereof, between Administrative Agent and the Secured Notes Collateral Trustee, as acknowledged by the Obligors, as may be amended, amended and restated, supplemented or otherwise modified from time to time as permitted by the Loan Documents and (b) any similar agreement substantially in the same form as the agreement described in the foregoing clause (a) (with appropriate modifications reflecting the lien priority of the applicable Debt) or otherwise in form and substance reasonably acceptable to the Administrative Agent, between Administrative Agent and one or more collateral trustees in respect of Debt permitted under Section 10.2.1(g), as acknowledged by the Obligors, as may be amended, amended and restated, supplemented or otherwise modified from time to time as permitted by the Loan Documents.

Commercial Letter of Credit”: any letter of credit or similar instrument (including, without limitation, bankers’ acceptances) issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by an Obligor in the Ordinary Course of Business of such Obligor.

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Commitment: for any Lender, its obligation to make Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1, as hereafter modified pursuant to Section 2.1.7 or an Assignment to which it is a party. Commitments means the aggregate amount of such commitments of all Lenders.

Commitment Termination Date”: the earliest to occur of (a) the Termination Date; (b) the date on which Borrowers terminate the Commitments pursuant to Section 2.1.4; (c) the date on which the Commitments are terminated pursuant to Section 12.2; and (d) 91 days prior to the maturity of the Senior Notes; provided that, the occurrence of the date referred to in clause (d) shall not be given effect as a “Commitment Termination Date” if prior to such date either (i) the Senior Notes are refinanced with Refinancing Debt or (ii) the Senior Notes are redeemed pursuant to Section 10.2.16(c) such that no more Senior Notes remain outstanding.

Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

Company”: as defined in the introductory paragraph hereto.

Compliance Certificate”: a certificate substantially in the form of Exhibit C or otherwise reasonably satisfactory to Administrative Agent.

Conflicts Committee”: has the meaning given such term in the Partnership Agreement as in effect on the Closing Date or as otherwise amended, supplemented or modified to the extent not prohibited by Section 10.2.16.

Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branch profits Taxes.

Consolidated”: when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.

Consolidated EBITDA”: at any date of determination, an amount equal to the Consolidated Net Income of the CSI Group for the most recently completed Measurement Period plus, without duplication, to the extent the same was deducted in calculating such Consolidated Net Income:

(a)Consolidated Taxes; plus

(b)Consolidated Interest Charges; plus

(c)Consolidated Non-cash Charges; plus

(d)[reserved]; plus

(e)the amount of costs, expenses and fees paid during such period in connection with the Transactions, the Senior Notes and/or the Secured Notes; plus

(f)any premiums, expenses or charges (other than Consolidated Non-cash Charges) related to any issuance or sale of Equity Interests, Investment, Acquisition, Disposition, recapitalization or the incurrence or repayment or amendment of Debt permitted to be incurred hereunder (including a refinancing thereof) (whether or not successful or meeting the dollar amount thresholds specified herein), including (i) such fees, expenses or charges related to the issuance or refinancing of Debt, and (ii) any amendment or other modification of this Agreement or other Debt; plus

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(g)[reserved]; plus

(h)any costs or expense incurred pursuant to any management equity plan or stock option plan or any stock subscription or shareholder agreement; provided that the amounts added pursuant to this clause (h) together with any amounts added pursuant to clauses (j) and (k) below shall not exceed 15.0% of Consolidated EBITDA for such Measurement Period (prior to giving effect to the addbacks pursuant to this clause (h) and clauses (j) and (k) below); plus

(i)[reserved], plus

(j)the amount of “run-rate” cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies projected by Borrower Agent in good faith to be realized, as a result of actions taken or expected to be taken, within 12 months of the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (1) such cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies are reasonably identifiable and factually supportable, (2) no cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies may be added pursuant to this clause (i) to the extent duplicative of any expenses or charges relating thereto that are either excluded in computing Consolidated Net Income or included (i.e., added back) in computing Consolidated EBITDA for such period, (3) such adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to Section 1.5 and (4) the aggregate amount of cost savings, operating expense reductions and cost saving synergies added pursuant to this clause (j) together with any amounts added pursuant to clause (h) above and clause (k) below shall not exceed 15.0% of Consolidated EBITDA for such Measurement Period (prior to giving effect to the addbacks pursuant to this clause (j) and clauses (h) and (k)); plus

(k)acquisition, integration and divestiture costs, and fleet commissioning costs (x) incurred prior to the Closing Date and (y) such costs in an aggregate amount, solely in respect of this subclause (k)(y), not to exceed (i) $3,000,000 for any Measurement Period, or (ii) $15,000,000 during the term of this Agreement; provided that the amounts added pursuant to this clause (k) together with any amounts added pursuant to clauses (h) and (j) above shall not exceed 15.0% of Consolidated EBITDA for such Measurement Period (prior to giving effect to the addbacks pursuant to this clause (k) and clauses (h) and (j) above); plus

(l)any unusual or non-recurring expenses, losses or charges;

less, without duplication, (i) non-cash income or gain increasing Consolidated Net Income for such period, excluding any such items to the extent they represent (1) the reversal in such period of an accrual of, or reserve for, potential cash expense in a prior period, (2) any non-cash gains with respect to cash actually received in a prior period to the extent such cash did not increase Consolidated Net Income in a prior period or (3) items representing ordinary course accruals of cash to be received in future periods; plus (ii) any net gain from discontinued operations or net gains from the disposal of discontinued operations to the extent increasing Consolidated Net Income.

In addition, to the extent not already included in the Consolidated Net Income of the Company and its Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated EBITDA shall include the amount of net cash proceeds received by or contributed to the Company and its Restricted Subsidiaries from business interruption insurance.

 

Consolidated Fixed Charge Coverage Ratio”: at any date of determination, the ratio of (a) (i) Consolidated EBITDA for the specified period minus (ii) Capital Expenditures made during such period, minus (iii) the aggregate amount of Federal, state, local and foreign income, profits or capital Taxes,

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including, without limitation, state franchise and similar Taxes, paid in cash by the CSI Group during such period to (b) Fixed Charges for such period, in each case, of or by the CSI Group, all as determined on a Consolidated basis in accordance with GAAP.

Consolidated Interest Charges”: for any Measurement Period, the sum (determined without duplication) of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, 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 or agreements governing hedging obligations, but excluding any non-cash or deferred interest or Hedging Agreement or hedging obligation costs and (b) the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP, in each case of or by the CSI Group for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.

Consolidated Net Income”: for any Measurement Period, the aggregate of the Net Income of the CSI Group for such period, determined on a Consolidated basis in accordance with GAAP; provided, however, that:

(a)any net after-tax nonrecurring or unusual gains or losses shall be excluded;

(b)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(c)any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the Ordinary Course of Business (as determined in good faith by Borrower Agent) shall be excluded;

(d)any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness shall be excluded;

(e)the income (or loss) for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included in Consolidated Net Income only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the Company or its Restricted Subsidiaries by such Person or a Restricted Subsidiary thereof during such period;

(f)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included;

(g)unrealized gains and losses relating to hedging transactions and mark-to-market of Debt denominated in foreign currencies resulting from the application of ASC 830 shall be excluded;

(h)[reserved]; and

(i)the income (or loss) of a Subsidiary during such Measurement Period and accrued prior to the date it becomes a Restricted Subsidiary of any of the CSI Group or is merged into or consolidated with any of the CSI Group or that Person’s assets are acquired by any of the CSI Group shall be excluded.

Consolidated Non-cash Charges”: with respect to the CSI Group for any period, the aggregate non-cash depreciation, amortization, impairment, compensation, rent and other non-cash expenses of the CSI Group reducing Consolidated Net Income of such Person for such period on a Consolidated basis and

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otherwise determined in accordance with GAAP (including non-cash charges resulting from purchase accounting in connection with any Acquisition or Disposition that is consummated after the Closing Date), but excluding (a) any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period and (b) the non-cash impact of recording the change in fair value of any embedded derivatives under ASC 815 and related interpretations as a result of the terms of any agreement or instrument to which such Consolidated Non-cash Charges relate.

Consolidated Taxes”: with respect to the CSI Group on a Consolidated basis for any period, provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes.

Contingent Obligation”: as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of ) such Debt, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien); provided that the term “Contingent Obligation” shall not include endorsements of checks, drafts and other items for payment of money for collection or deposit in the Ordinary Course of Business.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the obligor in good faith.

Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement or instrument to which such Person is a party or by which it or any of its property is bound.

Contribution Agreement”: the Contribution, Conveyance and Assumption Agreement, dated as of June 20, 2011, among Compressco, Inc., a Delaware corporation, Compressco Field Services, Inc., an Oklahoma corporation, Compressco Canada, Inc., an Alberta corporation, Compressco de Mexico, S. de R.L. de C.V., a Mexican limited liability corporation of variable capital, Compressco GP, the Borrowers, Compressco Holdings, LLC, a Delaware limited liability company, Compressco Netherlands B.V., a Netherlands private limited liability company, Compressco Netherlands Cooperatief U.A., a Netherlands coöperatief, TETRA International Incorporated, a Delaware corporation, Production Enhancement Mexico, S. de R.L. de C.V., a Mexican limited liability corporation of variable capital and TETRA, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

Control”: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

Credit Extension”: each of the following: (a) a Borrowing; and (b) an LC Credit Extension.

CSI Group”: collectively, the Company and its Subsidiaries (but excluding, for all purposes other than the financial statements, Unrestricted Subsidiaries).

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Customary Recourse Exceptions: with respect to any Non-Recourse Debt of an Unrestricted Subsidiary or joint venture, (a) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by the Company or any Restricted Subsidiary to the extent securing otherwise Non-Recourse Debt of such Unrestricted Subsidiary or joint venture and (b) exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary or joint venture, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

Debt”: as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)net obligations of such Person under any Hedging Agreement;

(d)all obligations of such Person to pay the deferred purchase price of property or services (other than trade payables and similar obligations) which purchase price is due more than 1 year after the later of the date of placing the property in service or taking delivery and title thereto;

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; provided, however, that the amount of such Debt will be the lesser of the Fair Market Value of such asset at such date of determination, and the amount of such Debt of such other Person;

(f)all Attributable Debt of such Person;

(g)all obligations of such Person in respect of Disqualified Capital Stock; and

(h)to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Debt of another Person of the type described in clauses (a) through (g) (other than by endorsement of negotiable instruments for collection in the Ordinary Course of Business).

The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedging Termination Value thereof as of such date. The amount of any Debt that has been defeased or for which funds have been irrevocably deposited with the applicable trustee for redemption shall be deemed to be $0. Accrual of interest, the accretion of accreted value, the amortization or accretion of original issue discount, the payment of interest in the form of additional Debt with the same terms, the accretion of liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be Debt. Contingent Obligations in respect of letters of credit, bankers’ acceptances or similar instruments relating to, or Liens securing, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included in the determination of such amount of Debt, provided that the Debt represented by such guarantee or letter of credit, as the case may be, was in compliance with this Agreement. Indebtedness that is cash collateralized shall not be deemed to be Debt hereunder to the extent of such cash collateralization. For the avoidance of doubt, Perpetual Preferred Equity Interest shall not constitute Debt.

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Debtor Relief Laws: as defined in Section 11.1.

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

Default Rate”: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto, and with respect to the fee payable pursuant to Section 3.2.2 herein, as provided in the last sentence thereof.

Defaulting Lender”: any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within 2 Business Days of the date such obligations were required to be funded hereunder; (b) has notified Administrative Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or under any other credit facility, or has made a public statement to that effect; (c) has failed, within 3 Business Days following request by Administrative Agent or any Borrower, to confirm in a manner satisfactory to Administrative Agent and Borrowers that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding (including reorganization, liquidation, or appointment of a receiver, custodian, administrator or similar Person by the Federal Deposit Insurance Corporation or any other regulatory authority) or Bail-In Action; provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority to repudiate, disavow, disaffirm or otherwise to reject such Lender’s agreements.

Deposit Account”: any “deposit account” as such term is defined in Article 9 of the UCC and in any event shall include all accounts and sub-accounts relating to any of the foregoing.

Deposit Account Control Agreement”: control agreement reasonably satisfactory to Administrative Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Administrative Agent’s Lien on such account.

Designated Borrower”: Subsidiaries of the Company party hereto from time to time pursuant to Section 4.7.

Designated Borrower Notice”:  as defined in Section 4.7.1.

Designated Borrower Request and Assumption Agreement”: as defined in Section 4.7.1.

Designated Jurisdiction”: any country or territory to the extent that such country or territory itself is the subject of any Sanction.

Dilution Percent”: the percent, determined for Borrowers’ most recently ended Fiscal Quarter, equal to (a) without duplication, bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts owing to the Borrowers, divided by (b) gross sales of the Borrowers.

Dilution Reserve”: the aggregate amount of reserves, as established by Administrative Agent from time to time in its Permitted Discretion, exercised in good faith, in an amount equal to the Value of the Eligible Accounts multiplied by 1.0% for each incremental whole percentage point that the Borrowers’ Dilution Percent exceeds 5.0% (for the avoidance of doubt, no reserve shall be imposed on the first 5.0% of dilution of Eligible Accounts).  For purposes hereof, “Value” with respect to any Eligible Account means its face amount.

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Disposition or Dispose: the sale, transfer, exclusive license, lease or other disposition (including any sale and leaseback transaction) of any property or any series of related dispositions of property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

Disposition Reserve”: any reserve in respect of a Disposition of Collateral outside the Ordinary Course of Business established by Administrative Agent in its Permitted Discretion.

Disqualified Capital Stock”: any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in each case at the option of the holder thereof) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Termination Date; provided, however that (a) in no event shall Perpetual Preferred Equity Interest constitute Disqualified Capital Stock, (b) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Capital Stock and (c) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest of such Person by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Capital Stock, such Equity Interests shall not be deemed to be Disqualified Capital Stock. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Company or its Subsidiaries to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock.

Dollars”: lawful money of the United States.

Domestic Subsidiary”: any Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

Dominion Account: any special account established by Borrowers at Bank of America, any Lender or any of their respective Affiliates, over which Administrative Agent has control (and either has or may obtain exclusive control for withdrawal purposes); provided that the applicable Borrowers may have access to the funds in such account until such time as the Administrative Agent has delivered notice that it is exercising exclusive control over such Dominion Account (it being understood that the Administrative Agent is directed by the Lenders to and shall provide such notice on the Second Amendment Effective Date).

Drawing Document”: any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit.

EEA Financial Institution”: (a) any credit institution or investment firm established in an EEA Member Country that is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above; or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in the foregoing clauses and is subject to consolidated supervision with its parent.

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EEA Member Country: any of the member states of the European Union, Iceland, Liechtenstein and Norway or any other country that is a member of the European Economic Area.

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

Eligible Accounts Receivable”: on any date, all Accounts owing to a Borrower net of any returns, rebates, discounts (calculated on the shortest terms then available to the applicable Account Debtor), credits, other allowances and deductions, and Taxes (including sales, state excise or other taxes) that have been or could properly be claimed by the Account Debtor or any other Person (or are payable in the case of Taxes), in each case, as applicable, subject to the provisos set forth in clause (e) below.  Unless otherwise approved in writing by Administrative Agent exercising its Permitted Discretion, no Account of any Borrower shall be deemed to be an Eligible Account Receivable if:

(a)it arises out of a sale made by a Borrower or any of its Subsidiaries to an Affiliate or to an employee or a director of such Borrower or any other Borrower or any of their respective Subsidiaries; or

(b)(i) in the case of any Account due to any Borrower from an Account Debtor other than a Qualified Account Debtor, the Account is unpaid more than (A) 60 days after the original payment due date and/or (B) 90 days after the original invoice date and (ii) in the case of any Account due to any Borrower from Account Debtors whose long-term unsecured debt obligations are rated at least A by Moody’s or A2 by S&P (each, a “Qualified Account Debtor”), the Account is unpaid more than (A) 90 days after the original payment due date and/or (B) 120 days after the original invoice date; or

(c)it is from the same Account Debtor (or any Affiliate thereof) and 50% or more, in face amount, of all Accounts from such Account Debtor (and any Affiliate thereof) due to the Borrowers are ineligible hereunder; or

(d)the Accounts due to the Borrowers, when aggregated with all other Accounts of such Account Debtor (and any Affiliate thereof) due to the Borrowers, exceeds 15% in face amount of all Eligible Accounts Receivable of the Borrowers, combined then outstanding, to the extent of such excess, provided that, to the extent that any such Accounts are otherwise deemed to be an Eligible Account Receivable, (i) Accounts supported or secured by an irrevocable letter of credit in form and substance reasonably satisfactory to Administrative Agent, issued or confirmed by a financial institution reasonably satisfactory to Administrative Agent, and duly transferred to Administrative Agent (together with sufficient documentation to permit direct draws by Administrative Agent) shall be deemed to be Eligible Accounts Receivable to the extent of the face amount of such letter of credit for the purposes of such calculation and (ii) with respect to the Account Debtors listed on Schedule 1.1(b) (and any Affiliate thereof), the percentage referred to above shall be deemed to be the percentage set forth on Schedule 1.1(b) opposite the name of such Account Debtor until such time as the Administrative Agent determines that a reduction in such percentage to 15% is necessary for such Account Debtor in its Permitted Discretion; or

(e)(i) the Account Debtor is also a creditor of any Borrower, (ii) the Account Debtor has disputed its liability on, or the Account Debtor has made any claim with respect to, such Account or any other Account due from such Account Debtor to the Borrowers, which has not been resolved, or (iii) the Account otherwise is or may reasonably be expected to become subject to any right of setoff by the Account Debtor or with respect to which any other claim, counterclaim, chargeback, rebate, allowance or offset has been asserted; provided that any Account deemed ineligible pursuant to this clause (e)  shall only be ineligible to the extent of the amount owed by such Borrower to the Account Debtor, the amount of such dispute or claim, or the amount of such setoff, other claim, counterclaim, chargeback, rebate, allowance or offset, as applicable; provided, further, that the portion of any Account that would otherwise be deemed ineligible pursuant to this clause (e) shall not be deemed ineligible pursuant to this clause (e) to the extent

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(i) supported or secured by an irrevocable letter of credit in form and substance reasonably satisfactory to Administrative Agent, issued or confirmed by a financial institution reasonably satisfactory to Administrative Agent, and duly transferred to Administrative Agent (together with sufficient documentation to permit direct draws by Administrative Agent) or (ii) subject to a no‑offset letter in form and substance reasonably satisfactory to Administrative Agent; or

(f)the Account Debtor has commenced a voluntary case under any Debtor Relief Law, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or if a decree or order for relief has been entered by a court having jurisdiction over the Account Debtor in an involuntary case under any Debtor Relief Law, as now constituted or hereafter amended, or if any other petition or other application for relief under any Debtor Relief Law has been filed by or against the Account Debtor, or if the Account Debtor has filed a certificate of dissolution under applicable state law or shall be liquidated, reorganized, dissolved or wound‑up, or shall authorize or commence any action or proceeding for dissolution, reorganization, winding‑up or liquidation, or if the Account Debtor has failed, suspended business, declared itself to be insolvent, is generally not paying its debts as they become due or has consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs (any such act or event an “Act of Bankruptcy), unless (i) the payment of Accounts from such Account Debtor is secured by assets of, or guaranteed by, in either case in a manner reasonably satisfactory to Administrative Agent, a Person with respect to which an Act of Bankruptcy has not occurred and that is reasonably acceptable to Administrative Agent; (ii) if the Account from such Account Debtor arises subsequent to a decree or order for relief with respect to such Account Debtor under any Debtor Relief Law, as now or hereafter in effect, Administrative Agent shall have determined that the timely payment and collection of such Account will not be impaired; or (iii) the payment of such Account is supported or secured by an irrevocable letter of credit in form and substance reasonably satisfactory to Administrative Agent, issued or confirmed by a financial institution reasonably satisfactory to Administrative Agent, and duly transferred to Administrative Agent (together with sufficient documentation to permit direct draws by Administrative Agent); or

(g)the sale is to an Account Debtor outside of the United States (including, any Account Debtor that (y) maintains a chief executive office outside the United States or (z) is not organized under applicable law of the United States), unless (i) such Account Debtor has supplied such Borrower with an irrevocable letter of credit in form and substance reasonably satisfactory to Administrative Agent, issued or confirmed by a financial institution reasonably satisfactory to Administrative Agent and which has been duly transferred to Administrative Agent (together with sufficient documentation to permit direct draws by Administrative Agent) or (ii) such Account is fully insured by credit insurance reasonably satisfactory to Administrative Agent; or

(h)the sale to the Account Debtor is on a bill-and-hold, guarantied sale, sale-and-return, sale on approval or consignment basis, cash on delivery or made pursuant to any other written agreement providing for repurchase or return; or

(i)the Accounts of the Account Debtor exceed a credit limit determined by Administrative Agent, in its Permitted Discretion and reasonably taking into account the credit and financial circumstances of the Account Debtor, to the extent such Account exceeds such limit; or

(j)the Account Debtor is the United States of America, any state or any political subdivision, department, agency or instrumentality thereof, unless such Borrower duly assigns its rights to payment of such Account to Administrative Agent pursuant to the Collateral Assignment of Claims Act of 1940 (31 U.S.C. § 3727 et seq.) or complies with any similar state or local law as Administrative Agent shall require; or

(k)the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by such Borrower and

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accepted by the Account Debtor or the Account otherwise does not represent a final sale (except to the extent that such Account arises from a leasing transaction); or

(l)any documentation relating to the Account does not comply in all material respects with all applicable legal requirements, including, where applicable, the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the FRB; or

(m)Administrative Agent does not have a valid and perfected first priority security interest in such Account; or

(n)the Accounts are subject to any adverse security deposit, progress payment or other similar advance made by or for the benefit of the applicable Account Debtor; or

(o)the Accounts are evidenced by or arise under any promissory note, instrument or chattel paper unless such instruments or chattel paper have been pledged to Administrative Agent containing such endorsement as Administrative Agent shall require in its Permitted Discretion; or

(p)the Account Debtor has a presence in a state or other jurisdiction requiring the filing of Notice of Business Activities Report or similar report in order to permit such Borrower to seek judicial enforcement in such state or other jurisdiction, as applicable, of payment of such Account unless such Borrower has qualified to do business in such state or other jurisdiction, as applicable, or has filed a Notice of Business Activities Report or equivalent report for the then current year or such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost; or

(q)the Account arises from progress billings or other billing arrangements such that the obligation of the Account Debtor with respect to such Account is conditioned upon such Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto; or

(r)the Account (i) does not arise from the sale, lease, or rental of goods or performance of services in the Ordinary Course of Business or (ii) is not evidenced by an invoice or other documentation reasonably satisfactory to Administrative Agent which has been sent to the Account Debtor; or

(s)with respect to such Account, any covenant, representation, or warranty contained in the Loan Documents has been breached or is not true in all material respects; or

(t)with respect to such Account, any check or other instrument of payment has been returned or uncollected for any reason; or

(u)the Account is owed by an Account Debtor which has sold all or substantially all of its assets; or

(v)the Account is owed in any currency other than Dollars; or

(w)with respect to such Account, Administrative Agent determines such Account may not be paid by reason of the Account Debtor’s inability to pay or which Administrative Agent otherwise determines is unacceptable for any reason whatsoever; or

(x)the Account is subject to any Lien other than (i) a Lien in favor of Administrative Agent and (ii) a Lien permitted under Section 10.2.2. which does not have priority over the Lien in favor of Administrative Agent; or

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(y)with respect to such Account, any Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the Ordinary Course of Business; or

(z)the Account is deemed by Administrative Agent in its Permitted Discretion to be otherwise ineligible for inclusion in the calculation of the Borrowing Base.

Eligible Assignee”: a Person that is (a) a Lender (except for any Defaulting Lender and its Affiliates), Affiliate of a Lender or Approved Fund and (b) any other assignee (other than a natural person) approved by Administrative Agent (which approval by Administrative Agent shall not be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, approved by Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within 10 Business Days after written (which for this purpose may include email) notice of the proposed assignment is given to Borrower Agent).

Eligible Spare Parts Inventory”: on any date, any Spare Parts Inventory owned by a Borrower.  Except otherwise approved in writing by Administrative Agent exercising its Permitted Discretion, no Spare Parts Inventory shall be Eligible Spare Parts Inventory unless:

(a)it is owned solely by one of the Borrowers and such Borrower has good, valid and marketable title thereto;

(b)it is at all times subject to Administrative Agent’s valid and duly perfected first priority security interest granted pursuant to this Agreement or any other Security Document and no other Lien (other than (x) any Lien permitted under Section 10.2.2(c) or (y) any landlord’s Lien to the extent a Rent and Charges Reserve with respect to the relevant leased property has been deducted from the Borrowing Base or a Lien Waiver has been obtained with respect thereto in accordance with clause (k)(ii) of the following sentence);

(c)the applicable Borrower shall at all times have title to such Spare Parts Inventory and shall have the ability to direct the disposition thereof (subject only to the rights of any lessee under any lease in effect with respect to such Spare Parts Inventory) and it is not located outside the United States or is in transit with a common carrier from vendors and suppliers;

(d) it is not obsolete, unmerchantable, defective, slow moving, unfit for sale, lease, rental or its intended use, as applicable, not salable at prices approximating at least the cost of such Spare Parts Inventory in the Ordinary Course of Business, or unacceptable due to age, type, category and/or quantity, in each case, as determined by Administrative Agent in its Permitted Discretion;

(e)it conforms in all material respects to the covenants, warranties and representations set forth in this Agreement or any other Loan Document;

(f)it conforms to all standards imposed by any Governmental Authority applicable to such Spare Parts Inventory or the use or sale thereof;

(g)it is not the subject of a consignment of any Borrower as consignor;

(h)is covered by insurance reasonably acceptable to the Administrative Agent;

(i)it is not covered by a negotiable document of title, unless such document and evidence of insurance covering such Spare Parts Inventory has been delivered to Administrative Agent with all necessary endorsements;  

(j)it is not perishable; and

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(k)it is not located in any third party warehouse or in the possession of a bailee and it is not evidenced by a Document (as defined in the UCC), unless (A) such warehouseman or bailee has delivered to Administrative Agent a Lien Waiver or (B) Administrative Agent has established a Rent and Charges Reserve.  

Notwithstanding the foregoing, in no event shall (i) any Spare Parts Inventory leased by a Borrower, as lessee, under a Vendor Lease, (ii) any Spare Parts Inventory held at a leased property (other than Spare Parts Inventory on an active lease located at customer locations in the Ordinary Course of Business) unless a Lien Waiver has been obtained with respect thereto (or, if no Lien Waiver has been obtained, a Rent and Charges Reserve, has been deducted from the Borrowing Base) or (iii) any Spare Parts Inventory otherwise deemed ineligible by Administrative Agent in its Permitted Discretion, constitute Eligible Spare Parts Inventory.

Enforcement Action”: any action to enforce any Obligations (other than Secured Bank Product Obligations) or Loan Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, setoff or recoupment, credit bid, action in an Obligor’s Insolvency Proceeding or otherwise).

Engagement Letter”: that certain engagement letter, dated as of April 25, 2018, between Company, Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Environment”: ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources, such as wetlands, flora and fauna.

Environmental Laws”: any and all applicable federal, state, local, and foreign statutes, laws, rules of common law, regulations, ordinances, codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection or preservation of the Environment or human health or safety (to the extent related to exposure to any Hazardous Materials), or the generation, use, handling, treatment, storage, disposal, transportation, Release or threatened Release of any materials into the Environment, including those related to Hazardous Materials, air emissions and waste water discharges.

Environmental Liability”: any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of a Borrower, any other Obligor or any of their respective Subsidiaries resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, disposal or treatment 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.

Environmental Notice”: a written notice from any Governmental Authority of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Release or threatened Release of Hazardous Materials, including any complaint, summons, citation, order, claim, demand or request for information, remediation or otherwise, in each case, that would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.  

Equity Interest”: the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest.

ERISA”: the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

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ERISA Affiliate: any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event”: (a) a Reportable Event with respect to a Pension Plan; (b) withdrawal of an Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) complete or partial withdrawal by an Obligor or ERISA Affiliate from a Multiemployer Plan; (d) filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, or the institution of proceedings by the PBGC to terminate a Pension Plan; (e) determination that any Pension Plan is considered an at-risk plan or a plan in critical or endangered status under the Code or ERISA; (f) an event or condition that constitutes grounds under Section 4042 of ERISA for termination of, or appointment of a trustee to administer, any Pension Plan; (g) imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate; or (h) failure by an Obligor or ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or to make a required contribution to a Multiemployer Plan.

EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association, as in effect from time to time.

Event of Default”: as defined in Section 12.1.

Excess Availability”: at any time, the amount, if any, by which the (a) Line Cap exceeds (b) Revolver Usage.

Excess Availability Reserve”: an amount equal to $5,000,000.

Exchange Act”: Securities Exchange Act of 1934 and any successor statute thereto, in each case as amended from time to time.

Excluded Accounts”: as defined in Section 8.6(a).

Exchange Transaction”: the exchange of Senior Notes for Debt permitted under Section 10.2.1(g), which transaction if it occurs shall have been fully closed on or prior to June 15, 2020, on terms substantially similar to those provided to the Administrative Agent and the Lenders on or prior to the Second Amendment Effective Date or otherwise reasonably acceptable to the Administrative Agent.

Excluded Contributions”: the net cash proceeds, property or assets received by the Obligors or their respective Restricted Subsidiaries from contributions to, or the issuance or other sale of, the common equity capital of any Obligor.

Excluded Domestic Subsidiary”: (a) any Domestic Subsidiary that is (i) a FSHCO or (ii) owned directly or indirectly by a CFC and (b) Providence Natural Gas, LLC, an Oklahoma limited liability company, CSI Compressco Mexico Investment I LLC, a Delaware limited liability company, and CSI Compressco Mexico Investment II LLC, a Delaware limited liability company.

Excluded Property”: with respect to any Obligor:

(a)any Real Estate;

(b)any lease, license, permit, agreement or instrument that would otherwise constitute Collateral (referred to solely for purpose of this clause (b) as a “Contract”) or any property subject thereto,

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in each case in existence on the Closing Date or upon acquisition of the relevant Obligor party thereto, to the extent that a grant of a security interest therein would violate or invalidate such Contract or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity and only so long as such prohibition or consent requirement was not created in contemplation or anticipation of the Collateral requirements under this Agreement; provided that, in each case, to the extent otherwise constituting Collateral: (x) rights to payment under any such Contract otherwise constituting Excluded Property shall be included in the Collateral to the extent permitted under such Contract or by Section 9-406 or Section 9-408 of the UCC and (y) all proceeds paid or payable to any Obligor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral;

(c)any Equity Interests;

(d)any property of any Obligor which is subject to an obligation under Capitalized Leases, purchase money obligation or other debt obligation if and to the extent that (i) such obligation under Capitalized Leases, purchase money obligation or other debt obligation was incurred pursuant to Section 10.2.1(c) and the agreements or documents granting or governing such obligation under Capitalized Leases, purchase money obligation or other debt obligation validly prohibit, or otherwise require any consent (but only so long as such prohibition or consent requirement was not created in contemplation or anticipation of the Collateral requirements under the Loan Documents) and (ii) such restriction described in subclause (i) above relates only to the asset or assets acquired by any Obligor and attachments and accessions thereto, improvements thereof or substitutions therefor; provided that, in each case, to the extent otherwise constituting Collateral all proceeds paid or payable to any Obligor from any sale, transfer or assignment or other voluntary or involuntary disposition of such assets and all rights to receive such proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of such under obligations under Capitalized Leases, purchase money obligation or other debt obligations secured by such assets;

(e)any asset in which a pledge or security interest is prohibited by applicable law, rule or regulation (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions));

(f)Excluded Accounts;

(g)any Property or assets owned by any Unrestricted Subsidiary;

(h)any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(i)any governmental licenses or state or local franchises, charters and authorizations to the extent the granting of security interests therein are prohibited or restricted thereby;

(j)any letter of credit rights to the extent a Lien thereon cannot be perfected by the filing of a financing statement under the UCC and Commercial Tort Claims not in excess of $1,000,000;

(k)any assets to the extent a security interest in such assets would result in materially adverse tax consequences as reasonably determined by the Company and Administrative Agent;

(l)any assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets, including any intellectual property registered in any non-U.S. jurisdiction

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(and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required);

(m)any Vehicles; and

(n)any Property or assets with respect to which Administrative Agent reasonably determines in writing that the cost of obtaining a security interest or perfection thereof in such Property or assets is excessive in relation to the benefit to the Lenders of the security to be afforded thereby;

provided that, in any event, the proceeds received by any Obligor from the sale, transfer or other disposition of any Excluded Property shall only constitute Excluded Property if such proceeds meet any of the requirements set forth in clauses (a) through (n) above.

Excluded Swap Obligation”: with respect to an Obligor, (a) any Swap Obligation as to which, and only to the extent that, all or a portion of the guaranty by such Obligor of or grant of a Lien by such Obligor as security for such Swap Obligation 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) or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Obligor as specified in any agreement between the relevant Obligors and hedge counterparty applicable to such Swap Obligations, and agreed by Administrative Agent.  If a Hedging Agreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded Swap Obligation(s) for the applicable Obligor.

Excluded Taxes”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender or Issuing Bank, as applicable, U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender or Issuing Bank, as applicable, with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender or Issuing Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower Agent under Section 14.4) or (ii) such Lender or Issuing Bank changes its Lending Office, except in each case to the extent that, pursuant to Section 5.8, amounts with respect to such Taxes were payable either to such Lender’s or such Issuing Bank’s assignor immediately prior to such assignment or to such Lender or Issuing Bank immediately prior to its change in Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.9 and (d) any withholding Taxes imposed under FATCA.

Existing Letters of Credit”: the letters of credit previously outstanding and cash collateralized under the Cash Collateral Agreement that are outstanding as of the Closing Date and listed on Schedule 2.2 hereto.

Extraordinary Expenses”: all reasonable and documented out-of-pocket costs, expenses or advances that Administrative Agent (or with respect to clause (e) and (f) below, any Lender, to the extent provided in Section 3.4 or 11.10) may incur during an Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Administrative Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Administrative Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise

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of any rights or remedies of Administrative Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations.  Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and reasonable and documented standby fees, legal fees and expenses, appraisal fees, brokers and auctioneers fees and commissions, accountants fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

Fair Market Value”: with respect to any asset or Property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, as determined by Borrower Agent in its good faith discretion. Fair Market Value may be (but need not be) conclusively established by means of an officer’s certificate or resolutions of the governing body of Borrower Agent setting out such Fair Market Value as determined by such Officer or such governing body in good faith with a statement in such officer’s certificate or resolutions about the material facts upon which such determination is based.

FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (including any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

Federal Funds Rate”: for any day, (a) the rate per annum equal to the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System on the applicable day (or the next preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next succeeding Business Day; or (b) if no such rate is published on the next Business Day, the average rate charged to Bank of America on the applicable day on such transactions, as determined by Administrative Agent; provided, that in no event shall such rate be less than zero.

Finance Corp.”: CSI Compressco Finance Inc. (f/k/a Compressco Finance Inc.) a Delaware corporation.

Fiscal Quarter”: each period of 3 months, commencing on the first day of a Fiscal Year.

Fiscal Year”: the fiscal year of Borrowers and their Restricted Subsidiaries for accounting and tax purposes, ending on December 31 of each year.

Fixed Charges”: for any Measurement Period, the sum of, without duplication, (a) Consolidated Interest Charges paid in cash or required to be paid in cash for such Measurement Period (net of interest income for such Measurement Period), plus (b) the scheduled principal payments required to be made in cash on account of Debt (excluding the Obligations, and any Synthetic Lease Obligations, but including, without limitation, the principal portion of scheduled payments of Capitalized Lease obligations) for such Measurement Period, plus (c) the aggregate amount of all regularly scheduled Restricted Payments paid in cash by the Company during such Measurement Period, in each case of clauses (a) and (b) determined on a Consolidated basis for the CSI Group in accordance with GAAP.

Foreign Lender”: any Lender that is not a U.S. Person.

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Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.

Foreign Subsidiary”: a Subsidiary that is not a Domestic Subsidiary.

FRB”: the Board of Governors of the Federal Reserve System of the United States.

Fronting Exposure”: a Defaulting Lender’s interest in LC Obligations, Swingline Loans and Protective Advances, except to the extent Cash Collateralized by the Defaulting Lender or allocated to other Lenders hereunder.

FSHCO”: any entity with no material assets or business activities other than ownership of Equity Interest in one or more CFCs.

Full Payment”: with respect to any Obligations or Guaranteed Obligations, as applicable, (a) the full cash payment thereof (other than inchoate or contingent obligations for which no claim has been asserted), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such Obligations or Guaranteed Obligations are LC Obligations, Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Administrative Agent in its Permitted Discretion, in the amount of required Cash Collateral); and (c) if such Obligations or Guaranteed Obligations are Secured Bank Product Obligations, arrangements reasonably satisfactory to the Secured Bank Product Provider shall have been made.  No Loans shall be deemed to have been paid in full unless all Commitments related to such Loans have expired or been terminated.

GAAP”: generally accepted accounting principles in effect in the United States from time to time.

General Partner”: CSI Compressco GP Inc., a Delaware corporation.

Governmental Approvals”: all authorizations, consents, approvals, licenses, waivers and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority”: the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies, such as the European Union or the European Central Bank).

Guaranteed Obligations”: as defined in Section 11.1.

Guarantor Payment”: as defined in Section 5.10.3(b).

Guarantors”: (a) each Borrower that is not the primary obligor for the payment or performance of any Obligations, and (b) each Guarantor that is or becomes a party to this Agreement (it being understood that any Person that guarantees the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), or any Refinancing Debt in respect of the foregoing, shall become a Guarantor hereunder). For the avoidance of doubt, upon the termination of any Subsidiary’s status as a Designated Borrower pursuant to Section 4.7, such Subsidiary shall be deemed a Guarantor unless such Subsidiary is otherwise released or not required to be a Guarantor, in each case, in accordance with this Agreement.

Guaranty”: the guaranty of each Guarantor set forth in Section 11 (including any joinders thereto).

Hazardous Materials”: all substances, materials or wastes listed, defined, designated or classified as a pollutant or contaminant, or as hazardous, toxic, explosive or radioactive, including petroleum or

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petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances, materials or wastes of any nature which, in each case, are regulated pursuant to any Environmental Law.

Hedging Agreement”: a “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code.

Hedging Termination Value”: in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements 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) for such Hedging Agreements, as determined by the counterparties to such Hedging Agreements.

Immaterial Subsidiary”: as of any date, any Restricted Subsidiary with total assets (based on Fair Market Value) as of such date, that are less than $2,000,000, and together with all other such Immaterial Subsidiaries, with total assets (based on Fair Market Value) of less than $10,000,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if, directly or indirectly, it provides any Contingent Obligation or otherwise provides direct credit support for any Debt of the Company; provided further that if any Restricted Subsidiary becomes an Immaterial Subsidiary which the Company elects to release as a Guarantor, the Company shall provide notice of such occurrence and election to Administrative Agent.

Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of an Obligation; and (b) to the extent not otherwise described in clause (a), Other Taxes.

Indemnitees”: Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

Insolvency Proceeding”: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

Intellectual Property”: all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

Interest Period”: as defined in Section 3.1.3.

Inventory”: as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s business (but excluding Equipment).

Inventory Reserve”: reserves established by Administrative Agent in its Permitted Discretion to reflect declines in market value or to reflect factors that may negatively impact the value of Spare Parts Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

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Investment: with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the Ordinary Course of Business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities (including Acquisitions), together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.  If any Borrower or any Restricted Subsidiary sells or otherwise disposes of less than all of the Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the applicable Borrowers will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Borrowers Investments in such Subsidiary that were not disposed of or sold.

IRS”: the United States Internal Revenue Service.

Issuing Bank”: as the context may require, (a) Bank of America (including any Lending Office of Bank of America); (b) any Additional Issuing Bank; (c) any replacement issuer appointed pursuant to Section 2.2.4; or (d) collectively, all of the foregoing.  For the avoidance of doubt, references to “Issuing Bank” in Section 14.1 and Section 15.1 shall have the meaning specified in clause (c) of the foregoing sentence.  Except as provided in the immediately preceding sentence, any reference to “Issuing Bank” herein shall be to the applicable Issuing Bank, as appropriate.

Issuing Bank Indemnitees”: any Issuing Bank and its Affiliates, and any of each of their respective partners, officers, directors, employees, agents, trustees, advisors and other representatives.

LC Application”: an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance reasonably satisfactory to Issuing Bank and Administrative Agent.  In the event of any conflict between the terms of any LC Application and this Agreement, the terms of this Agreement shall govern.

LC Conditions”: the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth in clauses (a), (b), (c) and (f) of Section 6.2; (b) after giving effect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, no Overadvance exists and Revolver Usage does not exceed the Line Cap; (c) the Letter of Credit and payments thereunder are denominated in Dollars or other currency reasonably satisfactory to Administrative Agent and the applicable Issuing Bank; and (d) Borrower Agent shall have delivered an LC Application in respect of such Letter of Credit.  Additionally, no Issuing Bank shall have any obligation to issue a Letter of Credit if (i) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of letters of credit generally or such Letter of Credit in particular or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

LC Credit Extension”: with respect to any Letter of Credit, the issuance or reinstatement thereof or extension of the expiry date thereof, or the increase of the amount thereof.

LC Documents”: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by or on behalf of any Borrowers to an Issuing Bank or Administrative Agent in connection with any Letter of Credit.

LC Obligations”: the sum (without duplication) of (a) all amounts owing by Borrowers for drawings under Letters of Credit; and (b) the Stated Amount of all outstanding Letters of Credit.

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LC Request: a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form reasonably satisfactory to Administrative Agent and Issuing Bank.

Lender Indemnitees”: Lenders and Secured Bank Product Providers and each of their Affiliates, and any of each of their respective partners, officers, directors, employees, agents, trustees, advisors and other representatives.

Lenders”: lenders party to this Agreement (including any Swing Line Lender) and any Person who hereafter becomes a “Lender” pursuant to an Assignment, other than any Person that shall have ceased to be a party hereto pursuant to an Assignment.

Lending Office”: the office (including any domestic or foreign Affiliate or branch) designated as such by a Lender or Issuing Bank by notice to Administrative Agent and Borrower Agent.

Letter of Credit”: (a) each Existing Letter of Credit and (b) each Standby Letter of Credit and Commercial Letter of Credit issued hereunder.  

Letter of Credit Subline”: $25,000,000; provided, that the Letter of Credit Subline shall be shared ratably among the Lenders based on the lesser of (a) each Lender’s Commitment and (b) such Lender’s Pro Rata share of the Letter of Credit Subline.

LIBOR”: as defined in the definition of “LIBOR Rate”.

LIBOR Loan”: a Loan that bears interest based on the LIBOR Rate.

LIBOR Rate”: the per annum rate of interest determined by Administrative Agent at or about 11:00 a.m. (London time) 2 Business Days prior to the commencement of an Interest Period, in each case for a term equivalent to such period, equal to the London Interbank Offered Rate (“LIBOR”), or comparable or successor rate approved by Administrative Agent, as published on the applicable Reuters screen page (or other commercially available source designated by Administrative Agent from time to time); provided, that any comparable or successor rate shall be applied by Administrative Agent, if administratively feasible, in a manner consistent with market practice; provided further, that in no event shall the LIBOR Rate be less than 1.00 percent per annum (and if the LIBOR Rate would be less than 1.00 percent per annum, it shall be deemed to be 1.00 percent per annum).

LIBOR Screen Rate”: the LIBOR quote on the applicable Reuters screen page Administrative Agent uses to determine LIBOR (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time to time).

LIBOR Successor Rate Conforming Changes”: with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters as may be appropriate, in the reasonable discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrowers is reasonably necessary in connection with the administration of this Agreement).

LIBOR Successor Rate”: as defined in Section 3.1.4.

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License: any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor”: any Person from whom an Obligor obtains the right to use any Intellectual Property.

Lien”: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, mortgage, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance.

Lien Waiver”: (a) an agreement, substantially in the form of Exhibit D or otherwise reasonably satisfactory to Administrative Agent, by which for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Administrative Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) an agreement, in form and substance reasonably satisfactory to Administrative Agent, by which for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession constituting Collateral as agent for Administrative Agent, and agrees to make available or turn over the Collateral to Administrative Agent upon request; (c) an agreement, in form and substance reasonably satisfactory to Administrative Agent, by which for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Administrative Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to make available or turn over the Collateral to Administrative Agent upon request; and (d) an agreement, in form and substance reasonably satisfactory to Administrative Agent, by which for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Administrative Agent the right, vis-à-vis such Licensor, to enforce Administrative Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

Line Cap”: as of any time or date of determination, the lesser of (a) the Borrowing Base then in effect and (b) the amount equal to the sum of the aggregate amount of Commitments of all Lenders then in effect minus the Excess Availability Reserve.

Liquidity”: as of any time or date of determination, the aggregate sum of Excess Availability and all unrestricted cash on hand of the Obligors (a) held in accounts of the Obligors in the United States; and (b) without regard to balances in any Excluded Account or Secured Notes Collateral Account.

Loan”: a loan made pursuant to Section 2.1, and any Swingline Loan, Overadvance Loan or Protective Advance.

Loan Documents”: this Agreement, Other Agreements and any other Security Documents.

Margin Stock”: as defined in Regulation U of the Board of Governors.

Material Adverse Effect”: a material adverse change in, or a material adverse effect on (a) the operations, business, assets, Properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole; (b) the rights and remedies of Administrative Agent or any Lender under the Loan Documents; (c) the ability of the Obligors, taken as a whole, to perform their obligations under the Loan Documents; or (d) the validity or enforceability against any Obligor of any Loan Document to which it is a party.

Material Contract”: any contract, arrangement or material agreement filed, made available or otherwise posted (or required to have been filed, made available or otherwise posted) by the Borrowers with the SEC pursuant to any Securities Laws (a) as to which the breach, nonperformance, or cancellation

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by any party thereto would have a Material Adverse Effect or (b) which is set forth on Schedule 9.1.27 on the Closing Date.

Material Debt”: Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the Obligors and its Subsidiaries in an aggregate principal amount exceeding $20,000,000.  For purposes of determining Material Debt, the “principal amount” of the obligations any Obligors and any Subsidiary in respect of any Hedging Agreement at any time shall be the Hedging Termination Value.

Measurement Period”: at any date of determination, the most recently completed 4 consecutive Fiscal Quarters for which financial statements were required to have been delivered pursuant to the terms of this Agreement.

Moody’s”: Moody’s Investors Service, Inc., and its successors.

Multiemployer Plan”: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which an Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding 5 plan years, has made or been obligated to make contributions.

Net Income”: with respect to the CSI Group, the net income (loss) of such Persons, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

NOLV Percentage”: the net orderly liquidation value of the Eligible Spare Parts Inventory, expressed as a percentage of the net book value (not to exceed 100%) of such Eligible Spare Parts Inventory, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses reasonably estimated to be incurred in connection with such liquidation in accordance with this Agreement, as determined from the most recent appraisal of each Borrower’s and each Restricted Subsidiary’s Spare Parts Inventory performed by an appraiser reasonably satisfactory to the Administrative Agent.

Non-Consenting Lender”: any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of each Lender or each affected Lender, in each case, in accordance with the terms of Section 15.1 and (ii) has been approved by the Required Lenders.

Non-Recourse Debt”: Debt (a) as to which neither the Company nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Debt) or (ii) is directly or indirectly liable as a guarantor or otherwise, in each case of clause (i) and (ii) above, except for Customary Recourse Exceptions and (b) no default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Obligations) of the Company or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its stated maturity.

Notice of Borrowing”: a request by Borrower Agent of a Borrowing of Loans, substantially in the form of Exhibit E or otherwise reasonably satisfactory to Administrative Agent.

Notice of Conversion/Continuation”: a request by Borrower Agent of a conversion or continuation of any Loans as LIBOR Loans, substantially in the form of Exhibit F or otherwise reasonably satisfactory to Administrative Agent.

Obligations”: all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Obligors under Loan Documents, (d)

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Secured Bank Product Obligations, and (e) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided, that Obligations of an Obligor shall not include its Excluded Swap Obligations.

Obligor”: each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien on its assets in favor of Administrative Agent to secure any Obligations.

OFAC”: Office of Foreign Assets Control of the U.S. Treasury Department.

Omnibus Agreement”: the Omnibus Agreement dated as of June 24, 2011 among the General Partner, Compressco LP and Parent as in effect on the Closing Date or as otherwise amended, supplemented or modified to the extent not prohibited by Section 10.2.16.

Operating LLC” as defined in the introductory paragraph hereto.

Ordinary Course of Business”: the ordinary course of business of any Borrower or Restricted Subsidiary, undertaken in good faith and consistent with Applicable Law.

Organizational Documents”: (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; and (c) with respect to any partnership, limited partnership, joint venture, trust or other form of business entity, the partnership, limited partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Other Agreement”: the Engagement Letter, Lien Waivers, the Collateral Rights Agreement and all LC Documents, Designated Borrower Requests and Assumption Agreements, fee letters, other agreements, certificates, documents and instruments entered into in connection herewith or therewith (exclusive of term sheets but including Borrowing Base Reports, Compliance Certificates, Payment Conditions Certificates, the Perfection Certificate and any other perfection certificate), and promissory notes now or hereafter delivered by an Obligor or other Person to Administrative Agent or any Lender in connection with any transactions relating hereto, in each, as may be amended, restated, supplemented or otherwise modified from time to time.

Other Connection Taxes”: Taxes imposed on a Recipient as a result of a present or former connection between the Recipient and the jurisdiction imposing such Tax (other than connections arising from the Recipient having executed, delivered, become a party to, performed obligations or received payments under, received or perfected a Lien or engaged in any other transaction pursuant to, enforced, or sold or assigned an interest in, any Loan or Loan Document).

Other Taxes”: all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a Lien under, or otherwise with respect to, any Loan Document, except Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 14.4.(c)).

Overadvance”: as defined in Section 2.1.5.

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Overadvance Loan: a Base Rate Loan made when an Overadvance exists or is caused by the funding thereof.

Parent”: Tetra Technologies Inc., a Delaware corporation.

Partnership Agreement”: the Second Amended and Restated Agreement of Limited Partnership of CSI Compressco LP, dated as of August 8, 2016, as amended, supplemented or modified to the extent not prohibited by Section 10.2.16.

Participant”: as defined in Section 14.2.1.

Patriot Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub.  L. No. 107-56, 115 Stat. 272 (2001).

Payment Conditions”: with respect to any applicable payment or transaction, each of the following conditions:

(a)during the immediately preceding 30 consecutive day period and as of the date of any such payment or transaction, and after giving effect thereto, no Event of Default shall exist or has occurred and is continuing; and

(b)either

(i)(A) during the immediately preceding 30 consecutive day period on a pro forma basis Excess Availability shall have been equal to or greater than 20.0% of the Line Cap then in effect and Liquidity shall have exceeded $17,500,000, with no less than $10,000,000 of Liquidity attributable to Excess Availability and (B) after giving effect to the payment or transaction, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, Excess Availability shall be equal to or greater than 20.0% of the Line Cap then in effect and Liquidity shall have exceeded $17,500,000, with no less than $10,000,000 of Liquidity attributable to Excess Availability; or

(ii)(A) during the immediately preceding 30 consecutive day period on a pro forma basis Excess Availability shall have been equal to or greater than 17.5% of the Line Cap then in effect and Liquidity shall have exceeded $15,000,000, with no less than $10,000,000 of Liquidity attributable to Excess Availability, (B) after giving effect to the payment or transaction, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, Excess Availability  shall be equal to or greater than 17.5% of the Line Cap then in effect and Liquidity shall have exceeded $15,000,000, with no less than $10,000,000 of Liquidity attributable to Excess Availability and (C) as of the date of any such payment or transaction, and after giving effect thereto on a pro forma basis (including with respect to periods prior to the Closing Date), the Consolidated Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of the most recently ended Fiscal Quarter prior to such payment or transaction for which Administrative Agent has received financial statements in accordance with Section 6.1(n), Section 10.1.2(a) or Section 10.l.2(b) shall be at least 1.00 to 1.00; and

(c)receipt by Administrative Agent of a certificate of a Senior Officer of Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby (each, a “Payment Conditions Certificate”).

Payment Item”: each check, draft or other item of payment payable to any Obligor, including those constituting proceeds of any Collateral.

PBGC”: the Pension Benefit Guaranty Corporation.

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Pension Funding Rules: Code and ERISA rules regarding minimum required contributions (including installment payments) to Pension Plans set forth in, for plan years ending prior to the Pension Protection Act of 2006 effective date, Section 412 of the Code and Section 302 of ERISA, both as in effect prior to such act, and thereafter, Sections 412, 430 and 436 of the Code and Sections 302 and 303 of ERISA.

Pension Plan”: any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by an Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding 5 plan years.

Perfection Certificate: a Perfection Certificate, substantially in the form of Exhibit G or otherwise reasonably satisfactory to Administrative Agent, provided to Administrative Agent by the Obligors as of the Closing Date.

Permitted Acquisition”: an Acquisition by any Obligor or any of its Subsidiaries, provided that (a) the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be engaged in substantially the same lines of business as one or more of the businesses of the Obligor and their Subsidiaries or in a business or businesses that are similar, reasonably related, incidental, ancillary or complementary thereto, or are a reasonable extension, development or expansion thereof; (b) the board of directors, or similar applicable governing body, of the Person to be acquired shall not have indicated its opposition to the consummation of such acquisition (or shall have publicly withdrawn any such opposition); (c) at the time of such Acquisition and immediately thereafter, (i) no Default shall have occurred and be continuing, and (ii) the Payment Conditions have been satisfied; (d) if such acquired Person has outstanding Debt at the time of such Acquisition, such Debt is permitted pursuant to Section 10.2.1; (e)(i) any such newly-created or acquired Subsidiary and any applicable Obligor shall comply with the requirements of Section 10.1.12 and (ii) if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person shall become a Wholly-Owned Subsidiary of an Obligor and (f) with respect to any Acquisition for which the consideration with respect to such Acquisition exceeds $5,000,000 (excluding any consideration paid with Equity Interests), the Borrowers shall have delivered to Administrative Agent and each Lender, at least 5 Business Days prior to the date on which such Acquisition is to be consummated (or such shorter period as Administrative Agent may reasonably agree), a certificate of a Senior Officer of Borrower Agent, in form and substance reasonably satisfactory to Administrative Agent, certifying that all of the requirements set forth in this definition have been satisfied or will be satisfied on or prior to the consummation of such Acquisition.

Permitted Discretion”: a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset based lender) business judgment (as such judgment is applied by Administrative Agent to comparable asset based lending transactions).

Permitted Investment”: any Investment permitted under Section 10.2.4.

“Permitted Investor Group”: Parent and its Affiliates other than the Company and its Subsidiaries.

Permitted Liens”: as defined in Section 10.2.2.

Permitted Sale/Leaseback Transactions”: the sale or transfer of real or personal property by a Person with the intent to lease or rent such property as lessee for substantially the same purpose as the property sold or transferred, provided that the value of all personal property sold does not exceed $10,000,000 in the aggregate for all such transactions.

Perpetual Preferred Equity Interest” any Equity Interest issued pursuant to a Perpetual Preferred Equity Issuance.

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Perpetual Preferred Equity Issuance: any issuance of preferred units, issued in one or more series (i) with a perpetual term; (ii) which is not mandatorily redeemable; (iii) which provides for scheduled payments or dividends in cash; (iv) which does not become convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the Termination Date; (v) which results in a total aggregate issued amount of such Perpetual Preferred Equity Interests not to exceed $75,000,000; and (vi) which is issued (or, if applicable, later amended or modified) pursuant to terms and documentation reasonably satisfactory to Administrative Agent.

Person”: any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.

Plan”: any employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of an Obligor or ERISA Affiliate, or to which an Obligor or ERISA Affiliate is required to contribute on behalf of its employees.

Platform”: as defined in Section 15.3.3.

Preferred Stock”: any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

Prime Rate”: the rate of interest publicly announced by Bank of America from time to time as its prime rate.  Bank of America bases such rate on various factors, including its costs and desired return, general economic conditions and other factors, and uses the rate as a reference point for pricing some loans, which may be priced at, above or below such rate.  Any change in such rate publicly announced by Bank of America shall take effect at the opening of business on the public day specified in the announcement of such change.

Pro Rata”: with respect to any Lender, a percentage (rounded to the ninth decimal place) determined (a) by dividing the amount of such Lender’s Commitment by the aggregate outstanding Commitments; or (b) following termination of the Commitments, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate outstanding Loans and LC Obligations or, if all Loans and LC Obligations have been paid in full and/or Cash Collateralized, by dividing such Lender’s and its Affiliates’ remaining Obligations by the aggregate remaining Obligations.

Property”: any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Protective Advances”: as defined in Section 2.1.6.

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

Qualified ECP”: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of such act.

Real Estate”: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Recipient”: Administrative Agent, any Issuing Bank, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account of an Obligation.

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Refinancing Debt: with respect to any Person, any refinancing, renewal, replacement or extension of any Debt (Original Debt) of such Person; subject to the following conditions with respect to such Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Original Debt (other than an increase in an aggregate principal amount resulting solely from any capitalized or payment in kind interest, premium (including any customary tender premiums) thereon and other amounts paid, and fees and expenses reasonably incurred in connection therewith); (b) it has a final maturity no sooner than and a weighted average life no less than, the Original Debt; (c) if the Original Debt is subordinated, it is subordinated to the Obligations at least to the same extent as the Original Debt or otherwise on terms and conditions reasonably acceptable to Administrative Agent; (d) with respect to Material Debt, unless approved by Administrative Agent in its sole discretion, the representations, covenants and defaults applicable to it are no less favorable (taken as a whole) in any material respect to the Borrowers, than those applicable to the Original Debt; (e) no additional Lien (other than Liens on Property not constituting Collateral) is granted to secure it; (f) no additional Person is obligated on such Debt; (g) upon giving effect to it, no Event of Default exists, (h) in the case of Senior Notes, the Secured Notes, any additional notes issued pursuant to the Senior Notes Indenture or the Secured Notes Indenture and any Debt permitted to be issued pursuant to Section 10.2.1(g), (i) is not scheduled to mature prior to the date that is 91 days after the Termination Date and (ii) does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change of control provisions), in each case prior to 91 days after the Termination Date at the time such Debt is incurred; (i) in the case of any secured Original Debt, if such Refinancing Debt is secured, no material amount of additional Property is added to the collateral secured thereby; and (j) in the case of Secured Notes, any additional notes issued pursuant to the Secured Notes Indenture, and any Debt permitted to be issued pursuant to Section 10.2.1(g), it is subject to the Collateral Rights Agreement.

Registered Public Accounting Firm”: has the meaning specified in the Securities Laws and shall be independent of the Company as prescribed by the Securities Laws.

Reimbursement Date”: as defined in Section 2.2.2(a).

Release”: any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, leaching or migration into or through the Environment, or into, from or through any building, structure or facility.

Relevant Government Body”: the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR in agreements similar to this Agreement.

Rent and Charges Reserve”: reserves which may be taken by Administrative Agent in its Permitted Discretion with respect to Eligible Spare Parts Inventory in an amount up to the aggregate of, without duplication, (a) all past due rent, storage, transportation and other amounts owing by a Borrower to any landlord, warehouseman, operator, pipeline, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Eligible Spare Parts Inventory and (b) if the owner or operator of a facility or other location where any Eligible Spare Parts Inventory is located (other than customer locations where Eligible Spare Parts Inventory is located in the Ordinary Course of Business consistent with past practices) has not entered into a Lien Waiver in favor of Administrative Agent, an amount equal to 2 months of rent, storage, transportation and other amounts payable to the applicable owner or operator of such facility or other location; provided that any Rent and Charges Reserve taken with respect to any location at which any Eligible Spare Parts Inventory is located shall not exceed the value of such Eligible Spare Parts Inventory stored at such location.

Report”: as defined in Section 13.2.3.

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Reportable Event: any event set forth in Section 4043(c) of ERISA, other than an event for which the 30 day notice period has been waived.

Required Lenders”: at any time there are (a) less than three Lenders, all such Lenders and (b) three or more Lenders, two or more Lenders holding not less than 66.67% of (i) the aggregate outstanding Commitments or (ii) following termination of the Commitments, the aggregate outstanding Loans and LC Obligations or, if all Loans and LC Obligations have been paid in full, the aggregate remaining Obligations; provided, however, that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Secured Party that funded the applicable Loan or issued the applicable Letter of Credit.

Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

Restricted Payment”: any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Company or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Company’s stockholders, partners, limited partners, general partners, or members (or the equivalent Person thereof).

Restricted Subsidiary”: any Subsidiary that is not an Unrestricted Subsidiary or a direct or indirect Subsidiary of an Unrestricted Subsidiary.

Revolver Usage”: (a) the aggregate amount of outstanding Loans; plus (b) the aggregate Stated Amount of outstanding Letters of Credit, except to the extent Cash Collateralized by Borrowers and, without duplication, the aggregate amount of all unreimbursed drawings under Letters of Credit.

Rolling Forecast Report”: (A) a thirteen-week rolling forecast of cash flows, Liquidity, the Borrowing Base and Excess Availability, in form and substance reasonably acceptable to the Administrative Agent, which shall, among other things, reflect the Borrowers’ good faith projection of all weekly cash receipts and disbursements in connection with the operation of the Obligors’ and their respective Subsidiaries’ business during such thirteen-week period, including but not limited to capital expenditures, collections, payroll, and other major cash outlays, and (B) a variance report comparing the Obligors’ actual cash flows, Liquidity, the Borrowing Base, Excess Availability and receipts and disbursements for the completed portion of the immediately preceding thirteen-week rolling forecast with the projected cash flows, Liquidity, the Borrowing Base, Excess Availability, receipts and disbursements for such completed period as reflected in the immediately preceding thirteen-week rolling forecast, in the form of Exhibit J or otherwise as agreed to by the Administrative Agent and the Borrowers.

S&P”: Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

Sanctioned Person”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom, the European Union, any EU member state or other relevant sanctions authority, (b) any Person operating, organized or resident in a Designated Jurisdiction or (c) any Person owned or controlled by any such Person.

Sanctions”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the

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United Nations Security Council, the European Union, Her Majestys Treasury of the United Kingdom or other relevant sanctions authority.

Sarbanes-Oxley”: the Sarbanes-Oxley Act of 2002.

Scheduled Unavailability Date”: as defined in Section 3.1.4(b).

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

Second Amendment”: that certain Second Amendment to Loan and Security Agreement, dated as of June 11, 2020, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, the Issuing Bank, the Swing Line Lender and the Administrative Agent.

Second Amendment Effective Date”: has the meaning given such term in the Second Amendment.

Secured Bank Product Obligations”: Debt, obligations and other liabilities with respect to Bank Products owing by an Obligor or a Restricted Subsidiary of a Borrower and/or a Guarantor to a Secured Bank Product Provider; provided, that Secured Bank Product Obligations of an Obligor shall not include its Excluded Swap Obligations.

Secured Bank Product Provider”: (a) Bank of America or any of its Affiliates; and (b) any Person that (i) at the time it enters into a Bank Product is a Lender or any of its Affiliates or (ii) at the time it (or its Affiliate) becomes a Lender, is a party to a Bank Product with an Obligor or a Restricted Subsidiary of a Borrower and/or a Guarantor, in each case in its capacity as a party to such Bank Product (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender), provided that such Bank Product is not secured by the Notes Collateral and such provider delivers written notice to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, within 10 days following the later of the Closing Date, June 26, 2019, creation of the Bank Product or the date on which such provider becomes a Lender, (A) describing the Bank Product and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount; (B) agreeing to be bound by Section 13.13; and (C) designating any Hedging Agreements as Secured Bank Product Obligations to be pari passu with the Loans to the extent applicable.

Secured Notes”: the Company and Finance Corp.’s 7.500% senior secured first lien notes due 2025 issued pursuant to the Secured Notes Indenture.

Secured Notes Collateral”: substantially all of the property and assets of the Obligors (including, without limitation, the Secured Notes Collateral Account), now owned or hereafter acquired, that do not constitute Collateral or, as applicable, Excluded Property.

Secured Notes Collateral Account”: collectively, any deposit or other account (in each case, if such account exists on the Closing Date, to be identified in writing to Administrative Agent on or prior to the Closing Date), which solely includes (a) identifiable proceeds received from (i) asset sales of Secured Notes Collateral required to be deposited therein in accordance with the terms of any indenture, note agreement or other agreement governing the Secured Notes, any Debt permitted under Section 10.2.1(g) or any Refinancing Debt in respect of the foregoing, (ii) foreclosures on or sales of Secured Notes Collateral or (iii) any other awards or proceeds of Secured Notes Collateral (including insurance proceeds with respect to events of loss relating to Secured Notes Collateral) pursuant to the security documents in respect of the Secured Notes, any additional notes issued pursuant to the Secured Notes Indenture, any Debt permitted to be issued pursuant to Section 10.2.1(g) and any Refinancing Debt in respect of the foregoing, including earnings, revenues, rents, issues, profits and income from the Secured Notes Collateral received pursuant to such security documents after foreclosure or conveyance in lieu of foreclosure, and interest earned thereon or (b) the proceeds of the Secured Notes, any additional notes issued pursuant to the Secured Notes

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Indenture, any Debt permitted to be issued pursuant to Section 10.2.1(g) and any Refinancing Debt in respect of the foregoing received on the issue date thereof.

Secured Notes Collateral Trustee”: U.S. Bank National Association, in its capacity as the collateral trustee under the Secured Notes Indenture.

Secured Notes Documents”: the “Notes Documents” under (and as defined in) the Secured Notes Indenture as of the Closing Date.

Secured Notes Indenture”: the indenture dated as of March 22, 2018 (as amended,  supplemented or otherwise modified from time to time), among the Company, Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee, and the Secured Notes Collateral Trustee.

Secured Parties”: Administrative Agent, Issuing Banks, Lenders and Secured Bank Product Providers.

Securities Account Control Agreement”: control agreement reasonably satisfactory to Administrative Agent executed by an institution maintaining a Securities Account for an Obligor, to perfect Administrative Agent’s Lien on such account.

Security Documents”: this Agreement, the Guaranties, Deposit Account Control Agreements, Securities Account Control Agreements and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Securities Laws”: the Securities Act of 1933, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

Senior Notes”: Company and Finance Corp.’s 7.25% senior notes due 2022 issued pursuant to the Senior Notes Indenture.

Senior Notes Indenture”: the indenture dated as of August 4, 2014 (as amended, supplemented or otherwise modified from time to time), among the Company, Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee.

Senior Officer”: the chairman of the board, president, chief executive officer, chief financial officer, controller, treasurer or any senior vice president of a Borrower (or of the General Partner acting on behalf of a Borrower) or, if the context requires, any other Person.

Service and Rental Fleet Equipment”: equipment owned by the Company and its Subsidiaries and (i) used by the Company or its Subsidiaries to provide compression, other production enhancement services or other ancillary services, (ii) leased to customers to perform such services, or (iii) held for sale, in all instances for clauses (i) - (iii), in connection with the production, transportation or storage of oil and natural gas.

Settlement Report”: a report summarizing Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Commitments.

SOFR”: with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Government Body.

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SOFR-Based Rate: SOFR or Term SOFR.

Solvent”: with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the Properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the Properties and assets of such Person will be greater than the amount that would be required to pay the probable liability of such Person on its debts and other liabilities, subordinated, contingent or otherwise, as they become absolute and matured, (c) such Person is able to realize upon its Properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s Properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged. The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

Spare Parts Inventory”: all Inventory consisting of “parts and supplies” as shown on the balance sheet of the Company and its Subsidiaries but, for the avoidance of doubt, shall not include “work-in-progress” as shown on the balance sheet of the Company and its Subsidiaries.

Specified Obligor”: a Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 5.10).

Specified Transaction”: any incurrence or repayment of Debt (other than for working capital purposes) or Investment or capital contribution that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition or any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, or any Disposition of a business unit, line of business or division of the Company or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

Standard Letter of Credit Practice”: 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 (i) with respect to any Standby Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) or (ii) with respect to any Commercial Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision (International Chamber of Commerce Publication No. 600); each of (i) and (ii) above, as adopted by the International Chamber of Commerce and including any subsequent revisions thereof as of the date such Letter of Credit is issued, as chosen in the applicable Letter of Credit.

Standby Letter of Credit”: any Letter of Credit that is not a Commercial Letter of Credit.

Stated Amount”: with respect to any outstanding Letter of Credit, including, if applicable, any automatic increase or tolerance (whether or not then in effect) provided by the Letter of Credit or related LC Documents, the amount of such Letter of Credit that is or may become available to be drawn.

Sub Inc.” as defined in the introductory paragraph hereto.

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Subsidiary: any entity more than 50% of whose voting securities or Equity Interests is owned by a Borrower or combination of Borrowers (including indirect ownership through other Persons in which a Borrower directly or indirectly owns more than 50% of the voting securities or Equity Interests).

Swap Obligations”: with respect to an Obligor, its obligations under a Hedging Agreement that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

Swing Line Lender”: Bank of America in its capacity as provider of Swingline Loans, or any successor swing line lender hereunder.

Swingline Loan”: any Borrowing of Base Rate Loans funded with Swing Line Lender’s funds, until such Borrowing is settled among Lenders or repaid by Borrowers.

Synthetic Lease Obligation”: the monetary obligation of a Person under (a) so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

Tax Reserve”: the aggregate amount of reserves established by Administrative Agent from time to time in its Permitted Discretion in respect of federal and state excise Taxes and sales Taxes that are due and payable by the Borrowers (except if being contested in good faith in appropriate proceedings and for which adequate reserves have been taken in accordance with GAAP and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation).

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

Term SOFR”: the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Government Body, in each case as published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion.

Termination Date”: June 29, 2023; provided that, if such date is not a Business Day, the Termination Date shall be the preceding Business Day.

Transactions”: with respect to the Obligors, the execution, delivery and performance by the Obligors of this Agreement and each other Loan Document and the borrowing of Loans by the Borrowers, the use of the proceeds thereof, the issuance or deemed issuance of Letters of Credit hereunder, the guarantee of the Obligations and the grant of Liens by the Obligors on Collateral pursuant to the Loan Documents and the payment of any fees and expenses in connection with the foregoing.

Transferee”: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

UCC”: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time)

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promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

Unrestricted Subsidiary”: any Subsidiary of the Company that is designated by the board of directors of the General Partner of the Company on behalf of the Company as an Unrestricted Subsidiary pursuant to a resolution of the board of directors of the General Partner as certified in a certificate delivered to Administrative Agent by a Senior Officer of Borrower Agent, but only to the extent that such Subsidiary:

(a)has no Debt other than Non-Recourse Debt owing to any person other than the Company or any of its Restricted Subsidiaries;

(b)is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained, in light of all the circumstances, at the time from Persons who are not Affiliates of the Company;

(c)is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect contractual obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such Persons to achieve any specified levels of operating results;

(d)has not guaranteed or otherwise directly or indirectly provided credit support for any Debt of the Company or any of its Restricted Subsidiaries, except to the extent such guarantee or credit support would be released upon such designation;

(e)would constitute an Investment which the Company could make in compliance with Section 10.2.4; and

(f)(i) does not have any Secured Bank Product Obligations outstanding or otherwise owing by such Person to a Secured Bank Product Provider and (ii) is not a direct or indirect parent entity of a Restricted Subsidiary with Secured Bank Product Obligations outstanding or otherwise owing to a Secured Bank Product Provider.

Notwithstanding the preceding requirements, (i) if, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Debt of such Subsidiary shall be deemed to be incurred as of such date, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary hereunder unless such Subsidiary is or substantially contemporaneously with such designation becomes designated as an “Unrestricted Subsidiary” (however defined) under and within the meaning of each indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing, and (iii) all Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.

Unused Line Fee Rate”: a per annum rate equal to 0.50%.

U.S. Person”: “United States Person” as defined in Section 7701(a)(30) of the Code.

U.S. Tax Compliance Certificate”: as defined in Section 5.9.2(b)(iii).

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Vehicles: all motor vehicles, airplanes, vessels, tractors, trailers and other assets subject to certificates of title.

Vendor Lease”: a lease pursuant to which Goods (as defined in the UCC) are leased from a Vendor Lessor, whether or not such lease constitutes an operating or a capital lease under GAAP and whether or not such lease constitutes a true lease or a secured transaction under the UCC or any other requirement of Applicable Law.

Vendor Lessor”: a Person who leases Goods (as defined in the UCC) to another Person.

Voting Stock”: of any Person as of any date, the Equity Interests of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

Wholly-Owned Subsidiary”: with respect to any Person shall mean a Subsidiary of such Person of which Equity Interests representing 100% of the Equity Interests (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under Applicable Law) are, at the time any determination is being made, 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.

Wholly-Owned Domestic Subsidiary”: with respect to any Person shall mean a Domestic Subsidiary of such Person of which Equity Interests representing 100% of the Equity Interests (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under Applicable Law) are, at the time any determination is being made, 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.

Withholding Agent”: any Obligor and Administrative Agent (including any successor or replacement Administrative Agent).

Write-Down and Conversion Powers”: (a) 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, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2Accounting Terms.  Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a consistent basis with the most recent audited financial statements of Company and its Subsidiaries delivered to Administrative Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Administrative Agent, and all relevant provisions of the Loan Documents are amended in a manner satisfactory to Required Lenders to take into account the effects of the change; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower Agent shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made

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before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

1.3Uniform Commercial Code.  As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Commodity Account,” “Documents,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,” “Investment Property,” “Letter-of-Credit Right” and “Securities Account”.

1.4Certain Matters of Construction.  The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.  Any pronoun used shall be deemed to cover all genders.  In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.”  The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision.  Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document.  All references to (a) laws include all related regulations, interpretations, supplements, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, restatements, supplements, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include such Person’s successors and permitted assigns; (f) time of day mean time of day at Administrative Agent’s notice address under Section 15.3.1; or (g) except as expressly provided, discretion of Administrative Agent, any Issuing Bank or any Lender mean the sole and absolute discretion of such Person.  All calculations of Value, Borrowing Base components, Loans, Letters of Credit, Obligations and other amounts herein shall be denominated in Dollars, unless expressly provided otherwise, and all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time.  Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise reasonably satisfactory to Administrative Agent (and not necessarily calculated in accordance with GAAP).  Borrowers shall have the burden of establishing any alleged gross negligence, willful misconduct or bad faith by Administrative Agent, any Issuing Bank or any Lender under any Loan Documents.  No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision.  Reference to a Borrower’s “knowledge” or similar concept means actual knowledge of a Senior Officer.

1.5Pro Forma Calculations.

1.5.1Consolidated Fixed Charge Coverage Ratio.  Notwithstanding anything to the contrary herein, the Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.5.

1.5.2Specified Transactions.  For purposes of calculating the Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Debt in connection therewith) that have been made (A) during the applicable Measurement Period and (B) subsequent to such Measurement 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 and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Measurement Period. If since the beginning of any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of

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its Subsidiaries since the beginning of such Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.5, then the Consolidated Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5.

1.5.3Pro Forma Calculations of Specified Transactions.  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 financial or accounting officer of Borrower Agent and may include, without duplication, cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies resulting from such Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction, in each case calculated in the manner described in the definition of Consolidated EBITDA.

1.5.4Capitalized Lease Obligations.  Interest on a Capitalized Lease obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Borrower Agent to be the rate of interest implicit in such Capitalized Lease obligation in accordance with GAAP. Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as Borrower Agent or Subsidiary may designate.

1.5.5Compliance with Payment Conditions.  Notwithstanding anything in this Agreement to the contrary, with respect to any Acquisition and the incurrence of any Debt or Lien in connection therewith, subject to the next succeeding proviso, compliance with the Payment Conditions test required by this Agreement for such Acquisition or such Debt shall be determined on the date the definitive acquisition agreement for such Acquisition is entered into and, only with respect to the tests described in clauses (b)(i) and (b)(ii) of the definition of “Payment Conditions”, be determined on the date (a) the definitive acquisition agreement for such Acquisition is entered into and (b) such Acquisition is consummated (in each case, after giving pro forma effect to such Acquisition); provided that, the Payment Conditions shall be deemed not to have been met if an Event of Default under Section 12.1(a) shall have occurred and be continuing on the date such Acquisition is consummated.

Section 2.

CREDIT FACILITIES

2.1Commitment.

2.1.1Loans.  Each Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans to Borrowers from time to time on and after the Closing Date through the Commitment Termination Date.  The Loans may be repaid or prepaid, as applicable, and reborrowed as provided herein.  In no event shall Lenders have any obligation to honor a request for a Loan if Revolver Usage at such time plus the requested Loan would exceed the Line Cap.

2.1.2Notes.  Loans and interest accruing thereon shall be evidenced by the records of Administrative Agent and the applicable Lender.  At the written request of a Lender, Borrowers shall deliver promissory note(s) to such Lender, evidencing its Loan(s).

2.1.3[Reserved].  

2.1.4Voluntary Reduction or Termination of Commitments.

(a)The Commitments shall terminate on the Termination Date, unless sooner terminated in accordance with this Agreement.  Upon at least 5 Business Days’ prior written notice to Administrative Agent, Borrowers may, at their option, terminate the Commitments and this credit facility.  Any notice of termination given by Borrowers shall be irrevocable; provided that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if

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such condition is not satisfied.  On the Termination Date, Borrowers shall make Full Payment of all Obligations.

(b)Borrowers may permanently reduce the Commitments, on a ratable basis for all Lenders, upon at least 5 Business Days’ prior written notice to Administrative Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given.  Each reduction shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof.

2.1.5Overadvances.  If Revolver Usage exceeds the Line Cap (“Overadvance”) at any time, the excess amount shall be payable by Borrowers on demand by Administrative Agent, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents.  Administrative Agent may require Lenders to fund Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, as long as the total Overadvance does not exceed 10% of the Borrowing Base and does not continue for more than 30 consecutive days without the consent of Required Lenders.  In no event shall Overadvance Loans be required that would cause Revolver Usage to exceed the aggregate Commitments.  Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Administrative Agent or Lenders of the Event of Default caused thereby.  In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

2.1.6Protective Advances.  Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Loans (“Protective Advances”) (a) up to an aggregate amount equal to 10.0% of the aggregate amount of Commitment outstanding at any time, if Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, as long as such Loans do not cause Revolver Usage to exceed the aggregate Commitments; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including interest, costs, fees and expenses.  Lenders shall participate on a Pro Rata basis in Protective Advances outstanding from time to time.  Required Lenders may at any time revoke Administrative Agent’s authority to make further Protective Advances under clause (a) by written notice to Administrative Agent.  Absent such revocation, Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

2.1.7Increase in Commitments.  Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing.  Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment.  Any Lender not responding within such period shall be deemed to have declined an increase.  If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder.  Administrative Agent and Borrower Agent shall determine the allocation of the increased

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Commitments among committing Lenders and, if necessary, Eligible Assignees.  Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request.  Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments.  On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

2.2Letter of Credit Facility.

2.2.1Issuance of Letters of Credit.  From and after the Closing Date, each Existing Letter of Credit shall be deemed, for all purposes of this Agreement, to be a Letter of Credit used for the account of the Borrowers on the Closing Date.  The Issuing Banks shall also issue Letters of Credit from time to time until 7 days prior to the Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(a)Each Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit is conditioned upon Issuing Bank’s receipt of an LC Application (via facsimile or other electronic method of transmission reasonably acceptable to Issuing Bank) with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount.  Each LC Request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by a Senior Officer and delivered to Issuing Bank via facsimile or other electronic method of transmission reasonably acceptable to Issuing Bank.  Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives an LC Request and LC Application at least 3 Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Issuing Bank to eliminate any Fronting Exposure associated with such Lender (after giving effect to Section 4.2).  If, in sufficient time to act, Issuing Bank receives written notice from Administrative Agent or Required Lenders that an LC Condition has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit until such notice is withdrawn in writing.  Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.

(b)Letters of Credit may be requested by a Borrower for its own account or the account of any other Obligor to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Administrative Agent and the applicable Issuing Bank.  Increase, renewal or extension of a Letter of Credit shall be treated as issuance of a new Letter of Credit, except that Issuing Bank may require a new LC Application in its reasonable discretion.

(c)Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary;  provided that this assumption is not intended to, and shall not, preclude any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.   In connection with any Letter of Credit, none of Administrative Agent, any Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or

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incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or LC Document; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, facsimile, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any Issuing Bank, Administrative Agent or any Lender, including any act or omission of a Governmental Authority.  Borrowers shall take all action to avoid and mitigate any damages related to any Letter of Credit or claimed against any Issuing Bank, Administrative Agent or any Lender, including through enforcement of any available rights against a beneficiary.  The rights and remedies of any Issuing Bank under the Loan Documents shall be cumulative.  Each Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.

(d)In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, each Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person.  Each Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.  Each Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

(e)Borrowers are responsible for preparing or approving the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by Borrowers.  Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’ purposes.  With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, Issuing Bank, in its sole and absolute discretion, may give prior written notice of nonrenewal of such Letter of Credit not later than a date to be agreed at the time such Letter of Credit is issued and, if Borrowers do not at any time want such Letter of Credit to be renewed, Borrowers will so notify Administrative Agent and Issuing Bank at least 15 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit or any advising bank of such nonrenewal pursuant to the terms of such Letter of Credit.

2.2.2Reimbursement; Participations.

(a)If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank (x) by 11:00 a.m. on the same day if the applicable Borrower receives notice of such payment from the Issuing Bank not later than 9:00 a.m. on the date such Issuing Bank honors such request for payment or (y) by 11:00 a.m. on the Business Day immediately following the date on which the Borrower receives such notice from the Issuing Bank, if received later than 9:00 a.m. on the date of notice (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit (the “Draw Amount”).  If any Draw Amount is not paid on the Reimbursement Date thereof, whether or not Borrower Agent submits a Notice of Borrowing (and without regard to any required minimum amounts of Borrowing), Borrowers shall be deemed to have requested a Borrowing of Base Rate Loans in an amount equal to such Draw Amount on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.  The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid under any and all circumstances whatsoever, including: (i) any lack of validity,

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enforceability, or legal effect of any Letter of Credit or this Agreement or any term or provision therein or herein; (ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document which proves to be fraudulent, forged, or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit; (iii) Issuing Bank or any of its branches or affiliates being the beneficiary of any Letter of Credit; (iv) Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit; (v) the existence of any claim, set-off, defense or other right that any Borrower or any of its Subsidiaries may have at any time against any beneficiary, any assignee of proceeds, Issuing Bank or any other Person; (vi) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2.2.2(a), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with, any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or (vii) the fact that any Default or Event of Default shall have occurred and be continuing.  

(b)Each Lender hereby irrevocably and unconditionally purchases from Issuing Bank, without recourse or warranty, an undivided Pro Rata participation in all LC Obligations outstanding from time to time.  Issuing Bank is issuing Letters of Credit in reliance upon this participation.  If Borrowers do not make a payment to Issuing Bank when due hereunder, Administrative Agent shall promptly notify Lenders and each Lender shall within 1 Business Day after such notice pay to Administrative Agent, for the benefit of Issuing Bank, such Lender’s Pro Rata share of such payment.  Upon request by a Lender, Issuing Bank shall provide copies of Letters of Credit and LC Documents in its possession at such time.

(c)The obligation of each Lender to make payments to Administrative Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, noncompliant, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; any waiver by Issuing Bank of a requirement that exists for its protection (and not a Borrower’s protection) or that does not materially prejudice a Borrower; any honor of an electronic demand for payment even if a draft is required; any payment of an item presented after a Letter of Credit’s expiration date if authorized by the UCC or applicable customs or practices; or any setoff or defense that an Obligor may have with respect to any Obligations.  No Issuing Bank assumes any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents.  No Issuing Bank makes to Lenders any express or implied warranty, representation or guaranty with respect to any Letter of Credit, Collateral, LC Document or Obligor.  No Issuing Bank shall be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

(d)No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any Letter of Credit or LC Document except as a result of its gross negligence or willful misconduct as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction.  Each Issuing Bank may (but is not obligated to) refrain from taking any action with respect to a Letter of Credit until it receives written instructions (and in its reasonable discretion, appropriate assurances) from the Lenders.

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2.2.3Cash Collateral.  Subject to Section 2.1.5, if at any time (a) an Event of Default exists, (b) the Commitment Termination Date has occurred, or (c) the Termination Date is scheduled to occur within 5 Business Days, then Borrowers shall, in each case, at Issuing Bank’s or Administrative Agent’s written request, Cash Collateralize the outstanding Letters of Credit and all other LC Obligations.  Borrowers shall, at Issuing Bank’s or Administrative Agent’s written request at any time, Cash Collateralize the Fronting Exposure of any Defaulting Lender (determined after giving effect to Section 4.2 and any cash collateral provided by the Defaulting Lender).  If Borrowers fail to provide any Cash Collateral as required hereunder, Lenders may (and shall upon direction of Administrative Agent) advance, as Loans, the amount of Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists or is created thereby or the conditions in Section 6.2 are satisfied).

2.2.4Resignation of Issuing Bank.  Issuing Bank may resign at any time upon not less than 10 Business Days’ prior written notice to Administrative Agent and Borrowers, and any resignation of Administrative Agent hereunder shall automatically constitute its concurrent resignation as Issuing Bank.  From the effective date of such resignation, Issuing Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall otherwise continue to have all rights and other obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date.  Administrative Agent shall promptly appoint a replacement Issuing Bank, which, as long as no Event of Default exists, shall be reasonably acceptable to Borrowers.

2.2.5Indemnification.  Each Borrower agrees to indemnify, defend and hold harmless each Issuing Bank Indemnitee (to the fullest extent permitted by law) as set forth in Section 15.2.

2.2.6Limitation of Liability.  The liability of Issuing Bank (or any other Indemnitee) under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by Borrowers that are caused by Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit or (iii) retaining Drawing Documents presented under a Letter of Credit.  Issuing Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement.

Section 3.

INTEREST, FEES AND CHARGES

3.1Interest.

3.1.1Rates and Payment of Interest.

(a)The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans.

(b)Automatically following the occurrence and during the continuance of any Event of Default arising under Section 12.1(a) or 12.1.(i), or following the occurrence and during the continuance of any other Event of Default (in each case, after giving effect to applicable grace periods) if the Required Lenders in their sole discretion so elect, outstanding Obligations shall bear interest at the Default Rate (whether before or after any judgment).  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable on demand.  Each Obligor acknowledges that the cost

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and expense to Administrative Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is fair and reasonable compensation for this.

(c)Interest shall accrue from the date a Loan is advanced, or in the case of any other Obligation when such Obligation is not paid when due (without regard to any applicable grace periods), until paid in full by Borrowers (and shall not accrue on the day on which such Loan or Obligation is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for 1 day), and shall in no event be less than zero at any time.  Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each January, April, July and October with respect to a Base Rate Loan, and on the last day of the applicable Interest Period with respect to a LIBOR Loan (except, in the case of a LIBOR Loan with an Interest Period of more than 90 days’ duration, each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period); (ii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date.  Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand.  

3.1.2Application of LIBOR to Outstanding Loans.

(a)Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan.  During any Default or Event of Default, Administrative Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted to or continued as a LIBOR Loan.

(b)Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Administrative Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least 2 Business Days before the requested conversion or continuation date.  Promptly after receiving any such notice, Administrative Agent shall notify each Lender thereof.  Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified).  If, upon the expiration of any Interest Period for any LIBOR Loan, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loan into a Base Rate Loan.  Administrative Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the definition of LIBOR.

3.1.3Interest Periods

.  In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be 30, 60, 90 or 180 days (or, with the consent of all Lenders, such other period that is 360 days or less, subject to availability); provided, however, that:

(a)the Interest Period shall begin on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on the numerically corresponding day in the calendar month at its end;

(b)if any Interest Period begins on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would otherwise expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

(c)no Interest Period shall extend beyond the Termination Date.

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3.1.4LIBOR Successor Rate.  Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Agent) that the Borrower Agent or Required Lenders (as applicable) have determined, that:

(a)adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(b)the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or

(c)syndicated loans currently being executed, or that include language similar to that contained in this Section 3.1.4, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Obligors may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrowers and may be periodically updated (the “Adjustment”; and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment.  Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with Borrowers.

If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Agent and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the LIBOR Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt of such notice, the Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

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Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 1.00 percent per annum for purposes of this Agreement (and if the LIBOR Successor Rate would be less than 1.00 percent per annum, it shall be deemed to be 1.00 percent per annum for purposes of this Agreement).

In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement upon the Borrowers’ and Lenders’ receipt of notice of such changes.

3.2Fees.

3.2.1Unused Line Fee.  Borrowers shall pay to Administrative Agent, for the Pro Rata benefit of Lenders, a fee equal to the Unused Line Fee Rate times the amount by which the Commitments exceed the average daily Revolver Usage during any quarter.  Such fee shall be payable quarterly in arrears, on the first day of each January, April, July and October and on the Commitment Termination Date.

3.2.2LC Facility Fees.  Borrowers shall pay (d) to Administrative Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin for LIBOR Loans times the average daily Stated Amount of Letters of Credit, which fee shall be payable quarterly in arrears, on the first day of each January, April, July and October; (e) to the applicable Issuing Bank, for its own account, a fronting fee equal to 0.125% per annum on the Stated Amount of each applicable Letter of Credit, which fee shall be payable quarterly in arrears, on the first day of each January, April, July and October; and (f) to the applicable Issuing Bank, for its own account, all customary fees and charges associated with the issuance, amending, drawing, extending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred.  During an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum to the extent the Default Rate is applied pursuant to Section 3.1.1(b) hereof.

3.2.3Engagement and Fee Letters.  Borrowers shall pay all fees set forth in the Engagement Letter and any fee letters executed by any Obligor, any Arranger and/or Administrative Agent, as applicable, in connection with this Agreement.

3.2.4Closing Fee.  On the Closing Date, the Borrowers shall pay to each Lender a fee in an amount equal to 0.50% on each such Lender’s Commitment on the Closing Date.

3.3Computation of Interest, Fees, Yield Protection.  All interest (other than interest computed by reference to the Base Rate), as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, and interest computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year).  Each determination by Administrative Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error.  All fees shall be fully earned when due and shall not be subject to rebate, refund or proration.  All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.  A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.8, submitted to Borrower Agent by Administrative Agent or the affected Lender shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.

3.4Reimbursement Obligations.  Borrowers shall pay all Extraordinary Expenses promptly upon request.  Borrowers shall also reimburse Administrative Agent, Lead Left Arranger and their respective Affiliates for all reasonable and documented out-of-pocket legal, accounting, appraisal, audit

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consulting, due diligence, and other fees, costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses for travel, lodging and meals for personnel, out-of-pocket examination costs and customary charges for field examinations and the preparation of reports) incurred by Administrative Agent, Lead Left Arranger and their respective Affiliates in connection with (a) syndication and closing of the credit facilities provided for herein (including, without limitation, reasonable and documented out-of-pocket fees, disbursements and charges of one firm of counsel to Administrative Agent, the Lead Left Arranger and their respective Affiliates, taken as a whole, and one firm of local counsel to Administrative Agent, the Lead Left Arranger and their respective Affiliates, taken as a whole, in each appropriate jurisdiction, and in the case of an actual or potential conflict of interest as determined by the affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each appropriate jurisdiction) and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder to the extent not maintained by the applicable Obligors as required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Administrative Agent’s personnel or a third party; provided that reasonable and documented out-of-pocket legal fees, disbursements and charges shall be limited to one firm of counsel to Administrative Agent and the Lenders taken as a whole and an additional local law firm in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest as determined by the affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each appropriate jurisdiction.    Borrowers acknowledge that counsel may provide Administrative Agent with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Administrative Agent, including fees paid hereunder.  If, for any reason (including inaccurate reporting in any Borrower Materials or Report), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Administrative Agent, for the ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid for such period.  All amounts payable by Borrowers under this Section shall be due on demand.

3.5Illegality.  If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain, fund or charge applicable interest or fees with respect to any Loan or Letter of Credit, which interest or fee is based on the LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on written notice thereof by such Lender to Borrower Agent and Administrative Agent, any obligation of such Lender to make, maintain or fund such Loan or participate in such Letter of Credit (or to charge interest or fees with respect thereto) or to continue or convert Loans as LIBOR Loans shall be suspended until such Lender notifies Borrower Agent and Administrative Agent that the circumstances giving rise to such determination no longer exist.  Upon delivery of such notice, Borrowers shall prepay the applicable Loan, Cash Collateralize the applicable LC Obligations or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans.  Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.6Inability to Determine Rates.  Administrative Agent will promptly notify Borrower Agent and Lenders if, in connection with any LIBOR Loan or request for a LIBOR Loan, (a) Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period of such LIBOR Loan, or (ii) adequate and reasonable means do not exist for determining LIBOR for the Interest Period with respect to a proposed LIBOR Loan; or (b) Administrative Agent or Required Lenders determine for any reason that the LIBOR

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Rate for the Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to Lenders of funding such Loan.  Thereafter, Lenders’ obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) in determining Base Rate shall be suspended until Administrative Agent (upon instruction by Required Lenders) withdraws the notice.  Upon receipt of such notice, Borrower Agent may revoke any pending request for a LIBOR Loan or, failing that, will be deemed to have requested a Base Rate Loan.

3.7Increased Costs; Capital Adequacy.

3.7.1Increased Costs Generally.  If any Change in Law shall:

(a)impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in calculating LIBOR) or any Issuing Bank;

(b)subject any Recipient to Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, (iii) Connection Income Taxes) and (iv) other Taxes indemnifiable under Section 5.8) with respect to any Loan, Letter of Credit, Commitment or other obligations or its deposits, reserves, other liabilities or capital attributable thereto; or

(c)impose on any Lender, any Issuing Bank or interbank market any other condition, cost or expense (in each case, other than Taxes) affecting any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Document;

and the result thereof shall be to increase the cost to a Lender of making or maintaining any LIBOR Loan, or converting to or continuing any interest option for a LIBOR Loan, or to increase the cost to a Lender or an Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by a Lender or an Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank and the delivery of the certificate contemplated by Section 3.7.5, Borrowers will pay to it such additional amount(s) as will compensate it for the additional costs incurred or reduction suffered.

3.7.2Capital Requirements.  If a Lender or an Issuing Bank determines that a Change in Law affecting such Lender or Issuing Bank or its holding company, if any, regarding capital or liquidity requirements has or had the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations or Swingline Loans, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amounts as will compensate it or its holding company for the reduction suffered; provided that such Lender or such Issuing Bank is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or Issuing Bank has the right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements.

3.7.3LIBOR Loan Reserves.  If any Lender is required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, Borrowers shall pay additional interest to such Lender on each LIBOR Loan equal to the costs of such reserves allocated to the Loan by the Lender (as determined by it in good faith, which determination shall be conclusive).  The additional interest shall be due and payable on each interest payment date for the Loan; provided, however, that if the Lender notifies Borrowers (with a copy to Administrative Agent), which notice shall include the

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amount of such costs, the methodology for the calculation and the calculation thereof, of the additional interest less than 10 days prior to the interest payment date, then such interest shall be payable 10 days after Borrowers’ receipt of the notice.

3.7.4Compensation.  Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or an Issuing Bank for any increased costs incurred or reductions suffered more than 9 months (plus any period of retroactivity of the Change in Law giving rise to the demand) prior to the date that such Lender or Issuing Bank notifies Borrower Agent of the applicable Change in Law and of such Lender’s or Issuing Bank’s intention to claim compensation therefor.

3.7.5Certificates for Reimbursement. A certificate of a Lender or Issuing Bank specifying the Change in Law and setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, and the method for calculating such amount or amounts as specified in Section 3.7.1 or 3.7.2, as applicable, and delivered to Borrower Agent and Administrative Agent shall be conclusive absent manifest error.

3.8Mitigation.  If any Lender gives a notice under Section 3.5 or any Lender or Issuing Bank, as applicable, requests compensation under Section 3.7, or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender or Issuing Bank, as applicable, under Section 5.8, then at the request of Borrower Agent, such Lender or Issuing Bank, as applicable, shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender or Issuing Bank, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender or Issuing Bank, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to it or unlawful.  Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.9Funding Losses.  If for any reason (other than default by a Lender) (a) any Borrowing, conversion or continuation of a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, (c) Borrowers fail to repay a LIBOR Loan when required hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Loan prior to the end of its Interest Period pursuant to Section 14.4, then Borrowers shall pay to Administrative Agent its customary administrative charge charged in connection therewith and to each Lender all losses, expenses and fees arising from redeployment of funds or termination of match funding incurred as a result of any of the foregoing events.  For purposes of calculating amounts payable under this Section, a Lender shall be deemed to have funded a LIBOR Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and period, whether or not the 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 and setting forth in reasonable detail the manner in which such amount or amounts was determined shall be delivered to Borrower Agent and shall be conclusive absent manifest error.

3.10Maximum Interest.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”).  If Administrative Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers.  In determining whether the interest contracted for, charged or received by Administrative Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize

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any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 4.

LOAN ADMINISTRATION

4.1Manner of Borrowing and Funding Loans.

4.1.1Notice of Borrowing.

(a)Whenever Borrowers desire funding of Loans, Borrower Agent shall give Administrative Agent a Notice of Borrowing (or make telephonic or e-mail request in accordance with Section 4.1.4).  Such notice must be received by Administrative Agent by 11:00 a.m. (i) on the requested funding date, in the case of Base Rate Loans, and (ii) at least 3 Business Days prior to the requested funding date, in the case of LIBOR Loans.  Notices received after such time shall be deemed received on the next Business Day.  Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loan or LIBOR Loan, and (D) in the case of a LIBOR Loan, the applicable Interest Period (which shall be deemed to be 30 days if not specified).

(b)Unless payment is otherwise made by Borrowers, (i) the becoming due of any  interest or principal shall be deemed to be a request for a Base Rate Loan on the due date (after giving effect to any applicable grace periods) in the amount due and the Loan proceeds shall be disbursed as direct payment of such interest or principal and (ii) the becoming due of any other Obligation (whether fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for a Base Rate Loan on the date that is 10 Business Days after the due date and the Loan proceeds shall be disbursed as direct payment of such Obligations.  In addition, Administrative Agent may, at its option, charge such amount against any operating, investment or other account of a Borrower maintained with Administrative Agent or any of its Affiliates.

(c)If a Borrower maintains a disbursement account with Administrative Agent or any of its Affiliates, then presentation for payment in the account of a check, draft or other item of payment payable by any Obligor when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Loan on the presentation date, in the amount of such check, draft or other item of payment.  Proceeds of the Loan may be disbursed directly to the account.

4.1.2Fundings by Lenders.  Except for Borrowings to be made as Swingline Loans, Administrative Agent shall notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 1:00 p.m. on the proposed funding date for a Base Rate Loan or by 3:00 p.m. at least 2 Business Days before a proposed funding of a LIBOR Loan.  Each Lender shall fund its Pro Rata share of a Borrowing in immediately available funds not later than 3:00 p.m. on the requested funding date.  Subject to its receipt of such amounts from Lenders, Administrative Agent shall disburse the Borrowing proceeds received from the Lenders in a manner directed by Borrower Agent and reasonably acceptable to Administrative Agent.  Unless Administrative Agent shall have received (in sufficient time to act) written notice from a Lender that it will not fund its share of a Borrowing, Administrative Agent may assume that such Lender has deposited or promptly will deposit its share with Administrative Agent, and Administrative Agent may disburse a corresponding amount to Borrowers.  If a Lender’s share of a Borrowing or of a settlement under Section 4.1.3(b) is not received by Administrative Agent, then the applicable Lender and Borrowers severally agree to repay to Administrative Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing.  A Lender or an Issuing Bank may fulfill its obligations under Loan Documents through one or more Lending Offices,

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and this shall not affect any obligation of Obligors under the Loan Documents or with respect to any Obligations.

4.1.3Swingline Loans; Settlement.

(a)To fulfill any request for a Base Rate Loan hereunder, upon receiving a borrowing request from any Borrower not later than 11:00 a.m. on any Business Day requesting that a Base Rate Loan be made, the Swing Line Lender may in its discretion advance Swingline Loans to such Borrower on the same Business Day such request is received by Swing Line Lender, up to an aggregate outstanding amount of $5,000,000.  Swingline Loans shall constitute Loans for all purposes, except that payments thereon shall be made to the Swing Line Lender for its own account until Lenders have funded their participations therein as provided below.

(b)Settlement of Loans, including Swingline Loans, among Lenders, the Swing Line Lender and Administrative Agent shall take place on a date determined from time to time by Administrative Agent (but at least weekly, unless the settlement amount is de minimis), on a Pro Rata basis in accordance with the Settlement Report delivered by Administrative Agent to Lenders.  Between settlement dates, Administrative Agent may in its discretion apply payments on Loans to Swingline Loans, regardless of any designation by Borrowers or any provision herein to the contrary.  Each Lender hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all Swingline Loans outstanding from time to time until settled.  If a Swingline Loan cannot be settled among Lenders, whether due to an Obligor’s Insolvency Proceeding or for any other reason, each Lender shall pay the amount of its participation in the Loan to Administrative Agent, in immediately available funds, within 1 Business Day after Administrative Agent’s request therefor.  Lenders’ obligations to make settlements and to fund participations are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied.

4.1.4Notices.  Borrowers may request, convert or continue Loans, select interest rates and transfer funds based on telephonic or e-mailed instructions to Administrative Agent.  Borrowers shall confirm each such request by prompt delivery to Administrative Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs materially from the action taken by Administrative Agent or Lenders, the records of Administrative Agent and Lenders shall govern.  Neither Administrative Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Administrative Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person reasonably believed in good faith by Administrative Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

4.2Defaulting Lender.  Notwithstanding anything herein to the contrary:

4.2.1Reallocation of Pro Rata Share; Amendments.  For purposes of determining Lenders’ obligations or rights to fund, participate in or receive collections with respect to Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), Administrative Agent may in its discretion reallocate Pro Rata shares by excluding a Defaulting Lender’s Commitments and Loans from the calculation of shares.  A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 15.1.1(c).

4.2.2Payments; Fees.  To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full.  Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the

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amounts to Borrowers or to repay Obligations.  A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender).  If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders.  Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

4.2.3Status; Cure.  Administrative Agent may determine in its discretion that a Lender constitutes a Defaulting Lender and the effective date of such status shall be conclusive and binding on all parties, absent manifest error.  Borrowers, Administrative Agent and Issuing Bank may agree in writing that a Lender has ceased to be a Defaulting Lender, whereupon Pro Rata shares shall be reallocated without exclusion of the reinstated Lender’s Commitments and Loans, and the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders and settled by Administrative Agent (with appropriate payments by the reinstated Lender, including payment of any breakage costs for reallocated LIBOR Loans) in accordance with the readjusted Pro Rata shares; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender.  Unless expressly agreed by Borrowers, Administrative Agent and Issuing Bank, or as expressly provided herein with respect to Bail-In Actions and related matters, no reallocation or Commitments and Loans to non-Defaulting Lenders or reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender.  The failure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform obligations hereunder shall not relieve any other Lender of its obligations under any Loan Document.  No Lender shall be responsible for default by another Lender.

4.3Number and Amount of LIBOR Loans; Determination of Rate.  Each Borrowing of LIBOR Loans when made shall be in a minimum amount of $1,000,000, plus an increment of $100,000 in excess thereof.  No more than six (6) Borrowings of LIBOR Loans may be outstanding at any time, and all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose.  Upon determining LIBOR for any Interest Period requested by Borrowers, Administrative Agent shall promptly notify Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing.

4.4Borrower Agent.  Each Obligor hereby designates the Company (“Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for and receipt of Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrower Materials and Reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Administrative Agent, any Issuing Bank or any Lender.  Borrower Agent hereby accepts such appointment.  Administrative Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of any Obligor.  Administrative Agent and Lenders may give any notice or communication with an Obligor hereunder to Borrower Agent on behalf of such Obligor.  Each of Administrative Agent, Issuing Bank and Lenders shall have the right, in its reasonable discretion, to deal exclusively with Borrower Agent for all purposes under the Loan Documents.  Each Obligor agrees that any notice, election, communication, delivery, representation, agreement, action, omission or undertaking on its behalf by Borrower Agent shall be binding upon and enforceable against such Obligor.

4.5One Obligation.  The Loans, LC Obligations and other Obligations constitute one general obligation of Borrowers and are secured by Administrative Agent’s Lien on all Collateral; provided, however, that Administrative Agent, each Issuing Bank and each Lender shall be deemed to be a creditor

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of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

4.6Effect of Termination.  On the Commitment Termination Date, the Obligations shall be immediately due and payable (except, in the case of any Secured Bank Product Obligations, as otherwise agreed in writing between any Obligor and/or Restricted Subsidiary (as applicable) and any applicable Secured Bank Product Provider).  Until Full Payment of the Obligations, all undertakings of Borrowers contained in the Loan Documents shall continue, and Administrative Agent shall retain its Liens in the Collateral (except as otherwise released in accordance with the terms of this Agreement) and all of its rights and remedies under the Loan Documents.  Administrative Agent shall not be required to terminate its Liens unless it receives Cash Collateral or a written agreement, in each case reasonably satisfactory to it, protecting Administrative Agent and Lenders from dishonor or return of any Payment Item previously applied to the Obligations.  Sections 2.2, 3.4, 3.6, 3.7, 3.9, 5.4, 5.8, 5.9, 5.10, 13, 15.2, this Section, and each indemnity or waiver given by an Obligor or Lender in any Loan Document, shall survive Full Payment of the Obligations.

4.7Designated Borrower.  

4.7.1Applicant Borrower.  So long as no Default shall have occurred and is continuing or shall result therefrom: Borrower Agent may at any time, upon not less than 10 Business Days’ notice from Borrower Agent to Administrative Agent (or such shorter period as may be agreed by Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company that is not already a Designated Borrower (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Borrower Request and Assumption Agreement”); provided that such Subsidiary shall be a Wholly-Owned Domestic Subsidiary of the Company and shall remain a Wholly-Owned Domestic Subsidiary of the Company for as long as such Subsidiary is a Designated Borrower.  Notwithstanding anything else to the contrary in this Section 4.7.1, the parties hereto acknowledge and agree that (x) prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein each Lender shall have had 5 Business Days to review such Applicant Borrower’s Designated Borrower Request and Assumption Agreement and notify Administrative Agent in writing of any objection to such Applicant Borrower becoming a Designated Borrower on the basis of such Lender (A) not being permitted to make any Loan to such Designated Borrower under applicable Law or (B) not being able to commit or make such Loan to such Designated Borrower because of adverse tax consequences for such Lender when such Subsidiary of Borrower Agent becomes a Designated Borrower  and (y) Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, appraisals and field exams, any documents or instruments required pursuant to Section 10.1.12 and other documents or information (including, without limitation, information and documentation of the type provided under Section 6.1(q), in each case, in form, content and scope reasonably satisfactory to Administrative Agent, as may be required by Administrative Agent in its reasonable discretion, and a promissory note signed by such new Borrower to the extent any Lender so requires) (such deliverables collectively, the “Applicant Borrower Materials”).  If (1) no Lender objects to the addition of an Applicant Borrower as a Designated Borrower as set forth in clause (x) of the preceding sentence and (2) Administrative Agent determines in its reasonable discretion that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all the Applicant Borrower Materials, Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Borrower Notice”) to Borrower Agent and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.

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4.7.2Joint and Several. The Obligations of Borrower Agent and each Designated Borrower that is a Subsidiary shall be joint and several in nature.

4.7.3Confirmation. Each Subsidiary of Borrower Agent that is or becomes a “Designated Borrower” pursuant to this Section 4.7 hereby irrevocably confirms the appointment and powers of Borrower Agent under Section 4.4 and will become a Guarantor pursuant to Section 10.1.12.

4.7.4Termination. Borrower Agent may from time to time, upon not less than 10 Business Days’ notice from Borrower Agent to Administrative Agent (or such shorter period as may be agreed by Administrative Agent in its reasonable discretion), terminate a Designated Borrower’s status as such, provided that (i) there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination or (ii) if Revolver Usage exceeds the Line Cap at the time of such termination of status, the Borrowers shall contemporaneously make such prepayments as are required hereunder to eliminate such excess.  Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Section 5.

PAYMENTS

5.1General Payment Provisions.  All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, and in immediately available funds, not later than noon on the due date.  Any payment after such time shall be deemed made on the next Business Day.  Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9.  Borrowers agree that after an Event of Default has occurred and is continuing, Administrative Agent shall have the continuing, exclusive right to apply and reapply payments and proceeds of Collateral against the Obligations, in such manner as Administrative Agent reasonably deems advisable, but whenever possible, any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans.

5.2Repayment of Loans.  Loans shall be due and payable in full on the Termination Date, unless payment is sooner required hereunder.  Loans may be prepaid from time to time, without penalty or premium.  Subject to Section 2.1.5, if an Overadvance exists at any time, Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay Loans in an amount sufficient to reduce Revolver Usage to the Line Cap.  

5.3Payment of Other Obligations.  Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.

5.4Marshaling; Payments Set Aside.  None of Administrative Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations.  If any payment by or on behalf of Borrowers is made to Administrative Agent, any Issuing Bank or any Lender, or if Administrative Agent, any Issuing Bank or any Lender exercises a right of setoff, and any of such payment or setoff is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent, an Issuing Bank or a Lender in its reasonable discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery by such trustee, receiver or other Person, the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment or setoff had not occurred.


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5.5Application and Allocation of Payments.

5.5.1Application.  Payments made by Borrowers hereunder shall be applied (a) first, as specifically required hereby; (b) second, to Obligations then due and owing; (c) third, to other Obligations specified by Borrowers; and (d) fourth, as determined by Administrative Agent in its reasonable discretion.

5.5.2Post-Default Allocation.  Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

(a)first, to all fees, indemnification, costs and expenses (other than fees, costs and expenses constituting Secured Bank Product Obligations), including Extraordinary Expenses, owing to Administrative Agent;

(b)second, to all amounts owing to the Lenders and Administrative Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund;

(c)third, to all amounts owing to Issuing Bank, ratably among each Issuing Bank in proportion to the respective amounts described in this clause payable to it;

(d)fourth, to all Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders;

(e)fifth, to all Obligations (other than Secured Bank Product Obligations) constituting interest;

(f)sixth, to Cash Collateralize all LC Obligations;

(g)seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) that are pari passu with the Loans and up to the amount of the Bank Product Reserve existing therefor;

(h)eighth, to all other Secured Bank Product Obligations;

(i)ninth, to all remaining Obligations;

(j)last, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Applicable Law.

Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories.  If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category.  Monies and proceeds obtained from an Obligor shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category.  Administrative Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider.  If the provider fails to deliver the calculation within 5 days following request, Administrative Agent may assume the amount is zero.  

5.5.3Erroneous Application.  Administrative Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount

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should have been paid shall be to recover the amount from the Person that actually received it (and, if such amount was received by a Secured Party, the Secured Party agrees to return it).

5.6Dominion Account.  The ledger balance in each Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day.  For the avoidance of doubt, if a credit balance results from such application, it shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Event of Default exists.

5.7Account Stated.  Administrative Agent shall maintain, in accordance with its customary practices, loan account(s) evidencing the Debt of Borrowers hereunder.  Any failure of Administrative Agent to record anything in a loan account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder.  Entries made in a loan account shall constitute presumptive evidence of the information contained therein.  If any information contained in a loan account is provided to or inspected by any Person, the information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Administrative Agent in writing within 90 days after receipt or inspection that specific information is subject to dispute.

5.8Taxes.

5.8.1Payments Free of Taxes; Obligation to Withhold; Tax Payment.  

(a)Any and all payments by or on account of any Obligations by Obligors shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.  If Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding, taking into account information and documentation provided pursuant to Section 5.9.

(b)If a Withholding Agent is required by any Applicable Law to withhold or deduct Taxes from any payment, then (i) the applicable Withholding Agent, to the extent required by Applicable Law, shall apply such withholding or deduction and timely pay the full amount to be withheld or deducted to the relevant Governmental Authority in accordance with Applicable Law, and (ii) to the extent the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

5.8.2Payment of Other Taxes.  Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Administrative Agent’s option, timely reimburse Administrative Agent for payment of, any Other Taxes.

5.8.3Tax Indemnification.

(a)Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section.  A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or an Issuing Bank (with a copy to

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Administrative Agent), or by Administrative Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error.

(b)Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Administrative Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Administrative Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Administrative Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Administrative Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section.  A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Bank by Administrative Agent shall be conclusive absent manifest error.  Each Lender and Issuing Bank hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document or otherwise payable by Administrative Agent to the Lender or Issuing Bank from any other source against any amount due to Administrative Agent under this subsection (b).

5.8.4Evidence of Payments.  As soon as practicable after payment of Taxes by any Obligor pursuant to this Section, Borrower Agent shall deliver to Administrative Agent a copy of a receipt issued by the appropriate Governmental Authority evidencing the payment, a copy of any return required by Applicable Law to report the payment, or other evidence of payment reasonably satisfactory to Administrative Agent.

5.8.5Treatment of Certain Refunds.  Unless required by Applicable Law, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an Issuing Bank, nor have any obligation to pay to any Lender or any Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of a Lender or an Issuing Bank.  If a Recipient determines in its discretion exercised in good faith that it has received a refund of any Taxes as to which it has been indemnified by Borrowers or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrowers agree, upon request by the Recipient, to repay the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient if the Recipient is required to repay such refund to the Governmental Authority.  Notwithstanding anything herein to the contrary, no Recipient shall be required to pay any amount to Borrowers if such payment would place the Recipient in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  In no event shall Administrative Agent or any other Recipient be required to make its tax returns (or any other information relating to its Taxes that it deems confidential) available to any Obligor or other Person.

5.5.6Survival.  Each party’s obligations under Sections 5.8 and 5.9 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by or replacement of a Lender or an Issuing Bank, the termination of the Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligations.


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5.9Lender Tax Information.

5.9.1Status of Lenders.  Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments of Obligations shall deliver to Borrowers and Administrative Agent, at the time or times reasonably requested by Borrowers or Administrative Agent, properly completed and executed documentation reasonably requested by Borrowers or Administrative Agent as will permit such payments to be made without or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by Borrowers or Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrowers or Administrative Agent to enable them to determine whether such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding the foregoing, such documentation (other than documentation described in Sections 5.9.2(a), (b) and (d)) shall not be required if a Lender reasonably believes delivery of the documentation would subject it to any material unreimbursed cost or expense or would materially prejudice its legal or commercial position.

5.9.2Documentation.  Without limiting the foregoing, if any Borrower is a U.S. Person;

(a)Any Lender that is a U.S. Person shall deliver to Borrowers and Administrative Agent on or prior to the date on which such Lender becomes a Lender hereunder (and from time to time thereafter upon reasonable request of Borrowers or Administrative Agent), executed copies of IRS Form W-9, certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(b)Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder (and from time to time thereafter upon reasonable request of Borrowers or Administrative Agent), whichever of the following is applicable:

(i)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from or reduction of U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to other payments under the Loan Documents, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from or reduction of U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)executed copies of IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in form reasonably satisfactory to Administrative Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (“U.S. Tax Compliance Certificate”), and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or

(iv)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate in form reasonably satisfactory to Administrative Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

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(c)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder (and from time to time thereafter upon the reasonable request of Borrowers or Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrowers or Administrative Agent to determine the withholding or deduction required to be made;

(d)if payment of an Obligation to a Lender would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), such Lender shall deliver to Borrowers and Administrative Agent at the time(s) prescribed by law and otherwise as reasonably requested by Borrowers or Administrative Agent such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be appropriate for them to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date hereof; and

(e)on or before the date on which Bank of America (and any successor or replacement Administrative Agent) becomes Administrative Agent hereunder, it shall deliver to the Borrowers two properly completed and executed copies of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI with respect to any payments to be received on its own behalf and IRS Form W-8IMY (certifying that it is either a “qualified intermediary” within the meaning of Treasury Regulation Section 1.1441-1(e)(5) that has assumed primary withholding obligations under the Code, including Chapters 3 and 4 of the Code, or a “U.S. branch” within the meaning of Treasury Regulation Section 1.1441-1(b)(2)(iv) that is treated as a U.S. Person for purposes of withholding obligations under the Code) for the amounts Administrative Agent receives for the account of others.

5.9.3Redelivery of Documentation

.  If any form or certification previously delivered by a Lender or Administrative Agent pursuant to this Section expires or becomes obsolete or inaccurate in any respect, such Lender or Administrative Agent, as applicable shall promptly update the form or certification or notify Borrowers and Administrative Agent in writing of its legal inability to do so.

5.10Nature and Extent of Each Borrower’s Liability.

5.10.1Joint and Several Liability.  Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Administrative Agent and Lenders the prompt payment and performance of, all Obligations, except its Excluded Swap Obligations.  Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Administrative Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for any Obligations or any action, or the absence of any action, by Administrative Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Administrative Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the

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disallowance of any claims of Administrative Agent or any Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of the Obligations.

5.10.2Waivers.  

(a)Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Administrative Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower.  Each Borrower waives all defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of Obligations as long as it is a Borrower.  It is agreed among each Borrower, Administrative Agent and Lenders that the provisions of this Section 5.10 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Administrative Agent and Lenders would decline to make Loans and issue Letters of Credit.  Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

(b)Administrative Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or nonjudicial sale or enforcement, without affecting any other rights and remedies under this Section 5.10.  If, in taking any action in connection with the exercise of any rights or remedies, Administrative Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based upon such action, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had.  Any election of remedies that results in denial or impairment of the right of Administrative Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations.  Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person.  Administrative Agent may bid Obligations, in whole or part, at any foreclosure, trustee or other sale, including any private sale, and the amount of such bid need not be paid by Administrative Agent but shall be credited against the Obligations.  The amount of the successful bid at any such sale, whether Administrative Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.10, notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Administrative Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

5.10.3Extent of Liability; Contribution.

(a)Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.10 shall not exceed the greater of (i) all amounts for which such Borrower is primarily liable, as described in clause (c) below, and (ii) such Borrower’s Allocable Amount.

(b)If any Borrower makes a payment under this Section 5.10 of any Obligations (other than amounts for which such Borrower is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations

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satisfied by such Guarantor Payments in the same proportion that such Borrowers Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based on their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.  The Allocable Amount for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.10 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.

(c)Section 5.10.3(a) shall not limit the liability of any Borrower to pay or guarantee Loans made directly or indirectly to it (including Loans advanced hereunder to any other Person and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support its business, Secured Bank Product Obligations incurred to support its business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder.  

(d)Each Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its Obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.10 voidable under any applicable fraudulent transfer or conveyance act).  The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations.  Each Qualified ECP intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

5.10.4Joint Enterprise.  Each Borrower has requested that Administrative Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically.  Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group.  Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage.  Borrowers acknowledge that Administrative Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

5.10.5Subordination.  Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising, to the Full Payment of the Obligations.

Section 6.

CONDITIONS PRECEDENT

6.1Conditions Precedent to Closing.  This Agreement shall become effective on the date (“Closing Date”) that each of the following conditions has been satisfied (or waived in accordance with this Agreement):

(a)Each Loan Document shall have been duly executed and delivered to Administrative Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms of each Loan Document to which it is a party.

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(b)Administrative Agent shall have received (i) acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, or arrangements reasonably satisfactory to Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to Administrative Agent for the payment of such fees and taxes shall have been made), and (ii) subject to Section 10.1.15, UCC and Lien searches and termination documents or other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.

(c)Administrative Agent shall have received Lien Waivers with respect to any location where Eligible Spare Parts Inventory is held (other than Inventory located at customer locations in the Ordinary Course of Business); provided that no such Lien Waiver is required so long as a Rent and Charges Reserve has been deducted from the Borrowing Base in respect of such Eligible Spare Parts Inventory.

(d)Subject to Section 10.1.15, Administrative Agent shall have received duly executed Deposit Account Control Agreements on each Deposit Account (other than an Excluded Account and the Secured Notes Collateral Account) (i) that is a collections account and (ii) as required by Section 8.6, Securities Account Control Agreements and agreements establishing each Dominion Account and, if applicable, related lockbox, in form and substance reasonably satisfactory to Administrative Agent.

(e)Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of the Company certifying that, as of the Closing Date, after giving effect to the Transactions (including, without limitation, any initial Loans made or Letters of Credit issued or Existing Letters of Credit deemed issued hereunder on the Closing Date), the Company and its Subsidiaries, taken as a whole, are Solvent.

(f)Administrative Agent shall have received a certificate of a duly authorized Senior Officer of each Obligor, certifying as of the Closing Date (i) that attached copies of such Person’s Organizational Documents, as applicable, are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents on behalf of such Person, as applicable.  Administrative Agent may conclusively rely on this certificate until it is otherwise notified by such Person in writing.

(g)Administrative Agent shall have received a written opinion of Vinson & Elkins LLP, in form and substance reasonably satisfactory to Administrative Agent.

(h)Administrative Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization.  Administrative Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization as of a reasonably recent date.

(i)Subject to Section 10.1.15, Administrative Agent shall have received certificates of insurance for the insurance policies carried by Obligors reasonably satisfactory to Administrative Agent, as well as all necessary endorsements naming Administrative Agent as an additional insured and lender loss payee with respect to the Collateral, as the case may be, all in compliance with the Loan Documents.

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(j)No event shall have occurred or circumstance exist since December 31, 2017 that has or would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.  

(k)Borrowers shall have paid all reasonable and documented costs and expenses of the Lead Left Arranger, Administrative Agent and Lenders (including, without limitation, reasonable and documented fees (including such fees agreed upon in the Engagement Letter), disbursements and other charges of one firm of counsel for Administrative Agent, the Lead Left Arranger and their Affiliates, due diligence expenses, the costs of lender meetings, and the audit and appraisal fees and expenses (including, without limitation, reasonable and documented costs and expenses for travel, lodging and meals for personnel, out-of-pocket examination costs and customary charges for field examinations and the preparation of reports) for Administrative Agent) for which invoices with reasonable detail and supporting documentation have been presented at least 1 Business Day prior to the Closing Date.

(l)Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Borrower certifying that, as of the Closing Date, upon the Borrowing of Loans, giving effect to the issuance or deemed issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith and therewith, as well as any payables stretched beyond their customary payment practices, on the Closing Date Excess Availability (based on the Borrowing Base Report described in clause (r) below) shall be at least $10,000,000.

(m)Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Obligor, certifying that, as of the Closing Date, the conditions specified in Sections 6.1(s) and (u) and Sections 6.2(a) and (b) are satisfied.

(n)Administrative Agent and Lenders shall have received (i) pro forma consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, giving effect to the initial funding of Loans, issuance of Letters of Credit and the funding of the Secured Notes on or before the Closing Date, (ii) forecasts prepared by management of the Borrowers (each in form reasonably satisfactory to Administrative Agent and the Lenders, and evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 10.3) of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an annual basis for each year thereafter during the term of this Agreement, (iii) Audited Financial Statements, (iv) the unaudited consolidating financial statements of the Borrowers as of and for each Fiscal Year ended December 31, 2017, December 31, 2016 and December 31, 2015 and (v) unaudited consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, for the Fiscal Quarter ended March 31, 2018.

(o)Administrative Agent and Lenders shall be reasonably satisfied with the capital structure of the Company and its Subsidiaries.

(p)Each Lender shall have received internal credit approval for the extension of credit under this Agreement.

(q)(i) Administrative Agent shall have received, at least 3 Business Days prior to the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested in writing at least 5 Business Days prior to the Closing Date by Administrative Agent or any Lender; (ii) at least 3 Business Days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to Administrative Agent and each Lender that so requests in writing at least 5 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower and (iii) Administrative

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Agent shall have received reasonably satisfactory background checks on key members of management of each Borrower.

(r)Administrative Agent shall have received a Borrowing Base Report dated as of May 31, 2018 in form and substance reasonably satisfactory to it, including aging reports for the Eligible Accounts Receivable.

(s)There is no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that (a) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (b) relates to this Agreement, any other Loan Document or any Transaction.

(t)Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Obligor, (i) either (x) attaching copies of all consents and approvals required in connection with the execution, delivery and performance by any Obligor and the validity against any such Obligors of the Loan Documents to which it is a party, and such consents and approvals shall be in full force and effect, or (y) certifying that no such consents, licenses or approvals are so required and (ii) certifying no law or regulation is applicable that could restrain, prevent or impose any material adverse conditions on the Obligors.

(u)After giving effect to the Transactions, neither the Company nor its Subsidiaries shall have any Material Debt for borrowed money other than (i) the Secured Notes, (ii) the Senior Notes and (iii) this Agreement.

(v)The Lenders shall have received the fees required to be paid under Section 3.2.4.

Without limiting the generality of the provisions of Section 13.3, for purposes of determining compliance with the conditions specified in this Section 6.1, each Lender and Issuing Bank that has executed and delivered (and, as applicable, released from escrow) its signature page to this Agreement shall be deemed to (i) have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender and Issuing Bank and (ii) have received internal credit approval for the extension of credit under this Agreement, in each case, unless Administrative Agent shall have received notice from such Lender or Issuing Bank prior to the proposed Closing Date specifying its objection thereto.  

 

6.2Conditions Precedent to All Credit Extensions.  Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans or arrange for issuance of any Letters of Credit to or for the benefit of Borrowers, unless the Closing Date shall have occurred and the following conditions are satisfied (or waived in accordance with this Agreement):

(a)No Default or Event of Default shall exist at the time of, or result from, such funding or issuance;

(b)The representations and warranties of each Obligor in the Loan Documents to which they are a party shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding or issuance (except for representations and warranties that expressly relate to an earlier date), except that for purposes of this Section 6.2, the representations contained in clauses (a) and (b) of Section 9.1.5 shall be deemed to be the most recent financial statements furnished pursuant to Section 6.1(n) or clauses (a) and (b), respectively, of Section 10.1.2, as applicable;

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(c)With respect to issuance of a Letter of Credit (other than the Existing Letters of Credit), the Issuing Bank shall have received an LC Application at least 3 Business Days prior to the requested date of issuance and the LC Conditions shall have been satisfied;

(d)Administrative Agent shall have received a Notice of Borrowing with respect to the funding of any Loan;

(e)With respect to funding any Loan, Administrative Agent shall have received a Borrowing Base Report in a form and substance reasonably satisfactory to Administrative Agent dated no more than 30 days prior to such request; and

(f)If the applicable Borrower is a Designated Borrower, then the conditions of Section 4.7 to the designation of such Borrower as a Designated Borrower shall have been satisfied.

Each request (or deemed request) by Borrowers for funding of a Loan or issuance of a Letter of Credit shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance.

Section 7.

COLLATERAL

7.1Grant of Security Interest.  To secure the prompt payment and performance of the Obligations (including all obligations of the Guarantors), each Obligor hereby grants to Administrative Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of the following Property of such Obligor, whether now owned or hereafter acquired, and wherever located:

(a)all Accounts;

(b)all Inventory;

(c)General Intangibles (excluding Intellectual Property), to the extent relating to Accounts and Inventory;

(d)Chattel Paper, to the extent relating to Accounts and Inventory;

(e)all Deposit Accounts, Securities Accounts and Commodity Accounts (excluding the Secured Notes Collateral Account and the Excluded Accounts), including sums in any blocked, lockbox, sweep or collection account (excluding the Secured Notes Collateral Account and the Excluded Accounts), and all cash, Cash Equivalents and any other amounts credited to such accounts;

(f)all cash and Cash Equivalents (other than cash and Cash Equivalents credited to the Secured Notes Collateral Account credited in compliance with Section 10.2.19);

(g)all Investment Property, Documents, and Instruments, to the extent relating to the foregoing;

(h)all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies with respect to Collateral, and claims against any Person for loss, damage or destruction of any Collateral;

(i)all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain

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information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and

(j)all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to, destruction of, business interruption in relation to, or other involuntary conversion of any kind or nature of any or all of the other Collateral.

Notwithstanding anything herein to the contrary, in no event shall the security interest or Lien attach to, or the term “Collateral” be deemed to include, any Excluded Property.

7.2Deposit Accounts; Securities Accounts; Commodity Accounts; Cash Collateral.

7.2.1Deposit Accounts; Securities Accounts; Commodity Accounts.  Each Obligor hereby authorizes and directs each bank or other depository or securities intermediary to deliver to Administrative Agent, upon request of Administrative Agent, all balances in any Deposit Account, Securities Account and Commodity Account maintained for such Obligor that constitutes Collateral, in accordance with the applicable control agreement between such Obligor, Administrative Agent and such bank or other depository or securities intermediary.  For the avoidance of doubt, the Administrative Agent may issue such request at any time (it being understood that the Administrative Agent is directed by the Lenders to and shall provide such request on the Second Amendment Effective Date).

7.2.2Cash Collateral.  Cash Collateral may be invested, at Administrative Agent’s reasonable discretion (and with the consent of Borrower Agent, as long as no Event of Default has occurred and is continuing), but Administrative Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Obligor, and shall have no responsibility for any investment or loss.  As security for the Obligations, each Obligor hereby grants to Administrative Agent, for the benefit of Secured Parties, a security interest in and Lien upon all Cash Collateral held from time to time and all proceeds thereof, whether held in a Cash Collateral Account or otherwise.  Upon a drawing on any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under Applicable Law, to reimburse the applicable Issuing Bank. To the extent not applied in accordance with the immediately preceding sentence, after an Event of Default has occurred and is continuing, Administrative Agent may apply Cash Collateral to the payment of such Obligations as they become due, in such order as Administrative Agent may elect.  Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Administrative Agent, and no Obligor or other Person shall have any right to any Cash Collateral, until Full Payment of the Obligations.

7.3Other Collateral.

7.3.1Certain After-Acquired Collateral.  Obligors shall promptly notify Administrative Agent in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of Investment Property, Chattel Paper, Documents, or Instruments, in each case, constituting Collateral with an individual value of or face amount in excess of $1,000,000, and, upon Administrative Agent’s written request, shall promptly take such actions as Administrative Agent reasonably deems appropriate to effect Administrative Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession or control agreement or using its commercially reasonable efforts to obtain any Lien Waiver. If any Collateral is in the possession of a third party, at Administrative Agent’s written request, Obligors shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Administrative Agent.

7.4Limitations.  The Lien on Collateral granted hereunder is given as security only and shall not subject Administrative Agent or any other Secured Party to, or in any way modify, any obligation or liability of Obligors relating to any Collateral.  In no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting Obligor.

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7.5Further Assurances.  All Liens granted to Administrative Agent under the Loan Documents are for the benefit of Secured Parties.  Promptly upon reasonable, written request, Obligors shall deliver such instruments and agreements, and shall take such actions, as Administrative Agent deems reasonably appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement.  Each Obligor authorizes Administrative Agent to file any financing statement that describes the Collateral in the same manner as described herein (or by any other description which reasonably approximates the description contained in this Agreement) and ratifies any action taken by Administrative Agent before the Closing Date to effect or perfect its Lien on any Collateral.

7.6Collateral Rights Agreement.  Notwithstanding anything herein to the contrary, the Liens and security interests granted to Administrative Agent pursuant to this Agreement and the exercise of any right or remedy by Administrative Agent hereunder are subject to the provisions of the Collateral Rights Agreement.  In the event of any conflict between the terms of the Collateral Rights Agreement and this Agreement, the terms of the Collateral Rights Agreement shall govern and control.

Section 8.

COLLATERAL ADMINISTRATION

8.1Borrowing Base Reports.

8.1.1Delivery.  Borrowers shall deliver to Administrative Agent (and Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Report (i) as of the close of business of the previous Fiscal Quarter by the 25th of each Fiscal Quarter, (ii) if any Loans are outstanding, as of the close of business of the previous month by the 25th day of each month, and (iii) during any Borrowing Base Reporting Trigger Period, as of the close of business of the previous week by the third Business Day of each week.  All information (including calculation of Availability) in a Borrowing Base Report shall be certified by Borrower Agent.  Administrative Agent, in its Permitted Discretion, may from time to time adjust any such report (a) to reflect Administrative Agent’s reasonable estimate of declines in value of Collateral, due to collections received in any Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent any information or calculation does not comply with this Agreement.

8.1.2Availability Reserves.  Administrative Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, modify or eliminate Availability Reserves upon at least 3 Business Days’ prior written notice (which may be by email) to Borrower Agent, which notice shall include a description of such Availability Reserve being established (during which period Administrative Agent shall, if requested, discuss any such Availability Reserve or change with Borrower Agent and Borrower Agent may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or change no longer exists or exists in a manner that would result in the establishment of a lower Availability Reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to Administrative Agent); provided, that such notice and opportunity shall not limit the right of Administrative Agent to establish or change such Availability Reserve; provided further that, in no event shall such prior notice be required for (a) changes to any Availability Reserves resulting solely by virtue of mathematical calculations of the amount of the Availability Reserve in accordance with the methodology of calculation previously utilized, or (b) changes to Availability Reserves or establishment of additional Availability Reserves if it would be reasonably likely that a Material Adverse Effect would occur were such Availability Reserve not changed or established prior to the expiration of such 3 Business Day period or (c) changes to Availability Reserves when a Default or Event of Default exists.  Promptly after Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a new Availability Reserve no longer exists, Administrative Agent shall eliminate such Availability Reserve.  Notwithstanding any other provision of this Agreement to the contrary, (i) except with respect to the Excess Availability Reserve component of Availability Reserve, the amount of any Availability Reserve (or change in Availability Reserve) shall have a reasonable relationship to the event, condition or other matter that is the basis for

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such Availability Reserve or change, (ii) except with respect to the Excess Availability Reserve component of Availability Reserve,  in no event shall any Availability Reserve (or change in Availability Reserve) with respect to any component of the Borrowing Base duplicate any Availability Reserve or adjustment already expressly accounted for through eligibility criteria and (iii) the Excess Availability Reserve component of any Availability Reserve shall not be subject to the other requirements of this Section 8.1.2, including any prior notice period before a change therein shall establish, modify or eliminate Availability Reserves.

8.2

8.2Accounts.

8.2.1Records and Schedules of Accounts.  Each Borrower shall keep accurate and complete records of its Accounts in all material respects, including all payments and collections thereon, and shall submit to Administrative Agent copies of sales, collection, reconciliation and other similar reports in form reasonably satisfactory to Administrative Agent, on such periodic basis as Administrative Agent may reasonably request.  Each Borrower shall also provide to Administrative Agent, on or before (i) the 25th day after the end of each Fiscal Quarter, (ii) during any period that any Loans are outstanding, the 25th day after the end of each month (iii) and, during any Borrowing Base Reporting Trigger Period, by the third Business Day of each week, a reasonably detailed aged trial balance of all Accounts (including all invoices aged by due date), as applicable, (x) as of the end of the preceding Fiscal Quarter, (y) during any period that any Loans are outstanding, as of the end the preceding month, (z) and, during any Borrowing Base Reporting Trigger Period, as of the end of the preceding week, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Administrative Agent may reasonably request.  If any Account in an aggregate face amount of $5,000,000 or more ceases to be an Eligible Accounts Receivable, Borrowers shall notify Administrative Agent of such occurrence promptly (and in any event within 5 Business Days) after any Borrower has knowledge thereof.

8.2.2 Taxes.  If an Account of any Borrower constituting Collateral includes a charge for any Taxes (in each case to the extent such Taxes are then due and payable (except if being contested in good faith by appropriate proceedings being diligently conducted and for which adequate reserves have been provided in accordance with GAAP) and which have priority over the Liens of Administrative Agent in such Accounts), Administrative Agent is authorized, during the continuance of an Event of Default, in its reasonable discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Administrative Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

8.2.3Account Verification.  Whether or not a Default or an Event of Default has occurred and is continuing, Administrative Agent shall have the right at any time, in the name of Administrative Agent, any designee of Administrative Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise; provided that Administrative Agent shall take such action in the name of Administrative Agent only while an Event of Default has occurred and is continuing.  Borrowers shall reasonably cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude any such verification process.

8.2.4Maintenance of Dominion Accounts.  Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to Administrative Agent.  Borrowers shall obtain an agreement (in form and substance reasonably satisfactory to Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing Administrative Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Administrative Agent at any time (it being understood that the Administrative Agent is directed by the Lenders to and shall exercise such control on the Second Amendment Effective Date), requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges.  All Dominion Accounts shall be maintained with Bank

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of America, any Lender or any of their respective Affiliates.  Administrative Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

8.2.5Proceeds of Collateral.  Borrowers shall request in writing and otherwise take all reasonably necessary steps to ensure that all payments on Accounts or otherwise relating to the Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account).  If any Borrower or Restricted Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

8.3Proceeds of Secured Notes Collateral.  To the extent deposited in a Secured Notes Collateral Account, identifiable proceeds received from (i) asset sales of Secured Notes Collateral required to be deposited therein in accordance with the terms of any indenture, note agreement or other agreement governing the Secured Notes, any Debt permitted under Section 10.2.1(g) or any Refinancing Debt in respect of the foregoing, (ii) foreclosures on or sales of Secured Notes Collateral or (iii) any other awards or proceeds of Secured Notes Collateral (including insurance proceeds with respect to events of loss relating to Secured Notes Collateral) pursuant to the security documents in respect of the Secured Notes, any additional notes issued pursuant to the Secured Notes Indenture, any Debt permitted to be issued pursuant to Section 10.2.1(g) and any Refinancing Debt in respect of the foregoing, including earnings, revenues, rents, issues, profits and income from the Secured Notes Collateral received pursuant to such security documents after foreclosure or conveyance in lieu of foreclosure, and interest earned thereon or the proceeds of the Secured Notes, any additional notes issued pursuant to the Secured Notes Indenture, any Debt permitted to be issued pursuant to Section 10.2.1(g) and any Refinancing Debt in respect of the foregoing received on the issue date thereof, (A) may not be commingled with any funds constituting Collateral and (B) shall be held as segregated funds, separate and apart from any funds of the Borrowers and their Subsidiaries constituting Collateral; provided, for the avoidance of doubt, that nothing herein shall prohibit any such funds in any Secured Notes Collateral Account from being deposited into, held in and/or disbursed from any Excluded Account.  

8.4Inventory.

8.4.1Records and Reports of Inventory.  Each Obligor shall keep accurate and complete records of its Inventory in all material respects, including with respect to any returns of Inventory to a supplier, vendor or other Person, costs and daily withdrawals and additions and shall submit to Administrative Agent inventory and reconciliation reports in form satisfactory to Administrative Agent, on such periodic basis as Administrative Agent may request.  Each Obligor shall conduct periodic cycle counts consistent with historical practices, and shall provide to Administrative Agent a report based on such counts on an annual basis, together with such supporting information as Administrative Agent may request.  Administrative Agent may participate in and observe each physical count or periodic cycle count.

8.4.2Returns of Inventory.  No Obligor shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Default or Event of Default or Overadvance exists or would result therefrom; (c) the Administrative Agent is promptly notified if the aggregate value of all Inventory returned in any month exceeds $5,000,000; and (d) any payment received by a Borrower for a return is promptly remitted to the Administrative Agent for application to the Obligations.

8.4.4Acquisition, Sale and Maintenance.  No Obligor shall acquire or accept any Inventory on consignment or approval and each Borrower shall take all steps to assure that all Inventory is produced in accordance with Applicable Law.  No Obligor shall sell any Inventory on consignment or approval or any other basis under which the customer may return or require an Obligor to repurchase such Inventory.  Obligors shall use, store and maintain all Inventory with reasonable care and caution, in

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accordance with applicable standards of any insurance and in conformity with all Applicable Law, in each case, in all material respects.

8.5Spare Parts Inventory.

8.5.1Records and Schedules.  Each Obligor shall keep accurate and complete records of its Spare Parts Inventory, in all material respects, including kind, quality, quantity, cost, acquisitions and dispositions thereof.  Each Obligor shall submit to Administrative Agent information from the reports and additional information concerning the locations where Spare Parts Inventory is located, in each case, promptly following Administrative Agent’s reasonable written request therefor.  

8.6Deposit Accounts; Securities Accounts; Commodity Accounts.

(a)As of the Closing Date, Schedule 8.6 sets forth all Deposit Accounts, Securities Accounts and Commodity Accounts maintained by Borrowers and other Obligors (other than any Secured Notes Collateral Account), including all Dominion Accounts as of the Closing Date.  Each Borrower and other Obligors shall take all actions reasonably necessary to establish Administrative Agent’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.6(b) and each such Securities Account and such Commodity Account and each Deposit Account that is a collections account or other account to the extent reasonably requested by the Administrative Agent, Securities Account or Commodity Account (except, in each case, any such account that is solely a disbursement account) opened, acquired or no longer constituting an Excluded Account after the Closing Date (other than (A) operating and deposit accounts that hold at all times less than $1,000,000 in the aggregate for all such accounts, (B) payroll, withholding tax and other fiduciary deposit accounts, (C) zero-balance disbursement only accounts and (D) accounts containing cash or letter of credit margin collateral that are used to fulfill margin obligations under hedging agreements that hold at all times less than $5,000,000 in the aggregate (each an “Excluded Account” and collectively for all such accounts in clauses (A) through (D) above, the “Excluded Accounts”)).  Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account, Securities Account and Commodity Account and shall not allow any other Person (other than Administrative Agent) to have control over a Deposit Account, a Securities Account or Commodity Account (other than the Excluded Accounts and the Secured Notes Collateral Account) or any Property deposited therein, in each case, constituting Collateral.  Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening, acquisition or closing of a Deposit Account, a Securities Account or a Commodity Account (other than an Excluded Account).  Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the third Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts.  Notwithstanding anything to the contrary herein, all proceeds of Collateral received by any Obligor and all disbursement of loan proceeds shall be deposited directly into the applicable Dominion Accounts.

(b)Commencing on the Closing Date and continuing until Full Payment of the Obligations, each Borrower and the other Obligors shall maintain Bank of America as their principal depository bank in the United States, including for the maintenance of operating and deposit accounts, lockbox administration, funds transfer, information reporting services and other treasury management services, in each case, for the avoidance of doubt, except for Excluded Accounts, any Secured Notes Collateral Account or any operating and Deposit Accounts maintained outside of the United States.


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8.7General Provisions.

8.7.1Location of Collateral.  All material tangible items of Collateral, other than Inventory in transit, shall at all times be kept by the Borrowers at locations owned or leased by an Obligor, at customer locations, at locations in respect of which Administrative Agent has received a Lien Waiver (or taken a Rent and Charges Reserve) or at manufacturer locations or other locations for the purposes of repair or servicing of such Collateral, except that the Borrowers may make sales or other dispositions of Collateral in accordance with Section 10.2.9.  Schedule 8.7.1 lists all locations where Collateral is located as of the Closing Date.    

8.7.2Insurance of Collateral.

(a)Each Obligor shall maintain insurance with respect to the Collateral and provide the endorsements with respect thereto, in each case, in accordance with Section 10.1.8.  From time to time upon reasonable written request, the Borrowers shall provide Administrative Agent with reasonably detailed information as to the insurance so carried. If any Borrower fails to provide and pay for any insurance with respect to Collateral required to be maintained under the Loan Documents, Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor.  If no Event of Default has occurred and is continuing, Borrowers may settle, adjust or compromise any insurance claim with respect to Collateral.  If an Event of Default has occurred and is continuing, only Administrative Agent, or any Obligor with Administrative Agent’s consent (not to be unreasonably withheld or delayed),  shall be authorized to settle, adjust and compromise such claims.

(b)Any proceeds of insurance with respect to any Collateral (other than proceeds from workers’ compensation or fiduciary and/or director and officer insurance) and any awards arising from condemnation of any Collateral shall be deposited in a Dominion Account.

8.7.3Protection of Collateral.  All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Administrative Agent to any Person to realize upon any Collateral, shall be borne and paid by Obligors.  Administrative Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Administrative Agent’s possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Obligors’ sole risk.

8.7.4Defense of Title.  Each Obligor shall defend its title to Collateral and Administrative Agent’s Liens therein against all Persons, claims and demands, except Permitted Liens.

8.8Power of Attorney.  Each Obligor hereby irrevocably constitutes and appoints (until the Full Payment of the Obligations) Administrative Agent (and all Persons designated by Administrative Agent) as such Borrower’s and such Obligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section (provided that, Administrative Agent agrees that, except for the powers granted in Section 8.8(b)(iv) (which may be exercised at any time in accordance with Section 5.6, Section 7.2.1 and Section 8.2.4, including on the Second Amendment Effective Date), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing).  Administrative Agent, or Administrative Agent’s designee, may, without notice and in either its or a Borrower’s or an Obligor’s name, but at the cost and expense of the Borrowers and the other Obligors:

(a)endorse any Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Administrative Agent’s possession or control; and

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(b)to the extent any of the following relate to the Collateral, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Administrative Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts, Securities Accounts or Commodity Accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign an Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to any Obligor, and notify postal authorities to deliver any such mail to an address designated by Administrative Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use an Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which an Obligor is a beneficiary; and (xii) take all other actions as Administrative Agent reasonably deems appropriate to fulfill an Obligor’s obligations under the Loan Documents.

Section 9.

REPRESENTATIONS AND WARRANTIES

9.1General Representations and Warranties.  To induce Administrative Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Borrower represents and warrants, as applicable, that:

9.1.1Legal Existence, Qualification and Power; No Affected Financial Institutions.  Each Obligor and its Restricted Subsidiaries (a) is duly organized or formed, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business in which it is currently engaged and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Applicable Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.  None of the Obligors nor any of their Subsidiaries is an Affected Financial Institution.

9.1.2Authorization; No Contravention.  The execution, delivery and performance by each Obligor of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) violate the terms of the Organizational Documents of the General Partner or any Obligor; (b) result in the creation of any Lien other than the Lien created pursuant to the Loan Documents, require any payment to be made under, or violate (i) any Material Contract or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law.

9.1.3Approvals; Other Consents.  Except as set forth on Schedule 9.1.3, for the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof) or such as have been obtained or made and are in full force and effect, no material Approval is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Loan Document and (b) the consummation of the Transactions.

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9.1.4Enforceability.  This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Obligor that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor that is party thereto in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other Applicable Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

9.1.5Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP show all Material Debt and other liabilities, direct or contingent, of Company and its Subsidiaries as of the date thereof, including liabilities for material Taxes, material commitments and Debt.

(b)The unaudited consolidated balance sheets of the Company and its Subsidiaries and the unaudited consolidating balance sheets of the Borrowers, in each case, dated March 31, 2018 and the related consolidated and consolidating, as applicable, statements of income or operations, partners’ capital and cash flows for each completed quarter since the date of the most recent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii) and, to the absence of footnotes and to normal year-end audit adjustments.

(c)The pro forma consolidated financial statements of the Company and its Subsidiaries and the forecasts of balance sheets, income statements and cash flow statements described in Section 6.1(n) were prepared in good faith based on assumptions that are believed by the Borrowers to be reasonable as of the Closing Date (it being understood that such forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Obligors, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material).

(d)Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

(e)No Obligor nor any Subsidiary has, on the Closing Date after giving effect to the Transactions, any Material Debt (including Disqualified Capital Stock) except for this Agreement, the Senior Notes under the Senior Notes Indenture, the Secured Notes under the Secured Notes Indenture or as shown on Schedule 9.1.5.

9.1.6Litigation.  Except as disclosed on Schedule 9.1.6, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened in writing or any ongoing, pending or threatened investigation known to the Borrowers, in each case, in any court or conducted before or by any arbitrator or Governmental Authority, by or against the Borrowers or any Restricted Subsidiary or against any of their respective Properties or revenues that (a) purport to affect or pertain to the Transactions, this Agreement or any other Loan Document, or the extensions of credit

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contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

9.1.7Properties; Titles, Intellectual Property; Licenses; Etc.

(a)The Borrowers and each Restricted Subsidiary has good and defensible title to,  or valid leasehold interests in, all of its Property free and clear of all Liens except Permitted Liens and such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)The Borrowers and each Restricted Subsidiary has good and defensible title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Permitted Liens and defects in title or failure to have such title or other interest as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c)Except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Borrowers and their Restricted Subsidiaries own, or possesses the right to use, all Intellectual Property that are reasonably necessary for the operation of its respective business, (ii) the operation of its respective business by any Obligor or any Restricted Subsidiary, does not infringe upon any Intellectual Property rights held by any other Person and (iii) no claim or litigation regarding the foregoing is pending or, to the best knowledge of the Obligors, threatened in writing against any Obligor or Restricted Subsidiary.

9.1.8Environmental Matters.  

(a)Except for any matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Obligor or any Restricted Subsidiary thereof or any of their respective facilities or operations (i) is or has been in violation of any Environmental Law or has failed to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability, (iii) is in receipt of any pending notice, claim, complaint, or request for information with respect to any Environmental Law or Environmental Liability or (iv) is aware of any basis for any Environmental Liability; and

(b) No Obligor or any Restricted Subsidiary thereof is undertaking, has undertaken, or is obligated to undertake, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except for any investigations, assessments, remedial or response actions that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

9.1.9Taxes.  Except for failures that would not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, the Borrowers and each of their Restricted Subsidiaries have filed, all Tax returns and reports required to be filed (or have obtained extensions in respect thereof), and have paid all Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable (including in the capacity of withholding agent), except Taxes that are being contested in good faith by appropriate proceedings being diligently conducted and for which adequate reserves have been provided in accordance with GAAP, as to which Taxes no Liens (other than Permitted Liens on account thereof) have been filed and which contest effectively suspends the collection of the contested obligation and the enforcement of any Lien securing such obligation.  There is no current, pending or proposed Tax audit, deficiency, assessment or other claim or proceeding with respect to any Borrower, any Restricted Subsidiary or any of their properties that, individually, or in the aggregate, would

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reasonably be expected to result in a Material Adverse Effect.  No Obligor and no Restricted Subsidiary thereof is party to any tax sharing agreement.

9.1.10ERISA.  

(a)Each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws, except where non-compliance would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.  No Lien imposed under the Code or ERISA exists or is likely to arise on account of any Plan that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect;

(b)There are no pending or, to the best knowledge of Borrower Agent, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect; and

(c)Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither any Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and to the best knowledge of Borrower Agent, no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; (iv) neither any Obligor nor any ERISA Affiliate has engaged in a transaction that would be subject to Sections 4069 or 4212(c) of ERISA and (v) neither any Obligor nor any ERISA Affiliate sponsors, maintains or contributes to an employee welfare benefit plan, as defined in Section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Obligor or ERISA Affiliate in is sole discretion at any time without any liability.

9.1.11Capital Structure; Subsidiaries.  As of the Closing Date, the Borrowers have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 9.1.11, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by an Obligor in the amounts specified on Part (a) of Schedule 9.1.11 free and clear of all Liens other than Permitted Liens.  Except as disclosed on Schedule 9.1.11, in the 5 years preceding the Closing Date, no Obligor nor any Restricted Subsidiary has acquired any substantial assets from any other Person nor has been the surviving entity in a merger or combination.  As of the Closing Date, the Borrowers have no equity investments in any other corporation, entity or business venture other than those specifically disclosed in Part (b) of Schedule 9.1.11.  Schedule 9.1.11, as of the Closing Date, identifies each Subsidiary by its state of organization, and its organizational identification number, and each Subsidiary on such schedule is a Wholly-Owned Subsidiary unless noted otherwise therein.

9.1.12Common Enterprise.  The Borrowers and the Restricted Subsidiaries and their business operations are closely integrated with one another into a single, interdependent and collective, common enterprise so that any benefit received by any one of them from the financial accommodations provided under this Agreement will be expected to be to the direct benefit of the others.  The Borrowers and the Restricted Subsidiaries may render services to or for the benefit of each other, to purchase or sell and supply goods to or from or for the benefit of each other, to make loans, advances and provide other financial accommodations to or for the benefit of each other and to provide administrative, marketing, payroll and management services to or for the benefit of each other (in each case, except as may be prohibited by this Agreement and the other Loan Documents).

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9.1.13Use of Proceeds.  The proceeds of the Loans and the Letters of Credit shall be used to pay fees and transaction expenses in connection with the Transactions, to pay Obligations in accordance with this Agreement and for ongoing working capital and for other lawful, general corporate, limited liability company or partnership purposes (including Permitted Acquisitions and Investments permitted hereunder) of the Borrowers and their Subsidiaries.

9.1.14Margin Regulations; Investment Company Act.  None of the Obligors nor any of their Restricted Subsidiaries is engaged and none of the foregoing will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock.  None of the proceeds of any of the Credit Extensions hereunder will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose.  None of the Borrowers, any Person Controlling the Borrowers, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

9.1.15Disclosure.  

(a)The Borrowers have made available to Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries is subject, and has specifically disclosed all other matters known to such Borrowers, that, in each case, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished in writing by or on behalf of any Borrower to Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (excluding projected financial information, forward-looking statements and general industry or general economic data) (in each case, as modified or supplemented by other information so furnished), and taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading with respect to any Borrower and the Restricted Subsidiaries and their operations, business and properties, taken as a whole; provided that, with respect to projected information concerning the Company and its Subsidiaries, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that such projected financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Obligors, that no assurance is given that any particular projections will be realized, that actual results may differ and that such differences may be material).

(b)As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

9.1.16Compliance with Laws. Except as disclosed on Schedule 9.1.16, each of the Obligors and each Restricted Subsidiary thereof is and has been in compliance with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its Properties, except in such instances (other than Anti-Terrorism Laws) in which (a) such requirement of Applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.    

9.1.17OFAC; Sanctions.  Neither the Borrowers, nor any of their Subsidiaries, nor any director or officer of any of the foregoing, nor to the knowledge of the Borrowers and their Subsidiaries, any employee, agent, affiliate or representative thereof, is an individual or entity that is, or is  owned (with respect to the Company, 50% or more, individually or in the aggregate, directly or indirectly) or controlled

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by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) a Sanctioned Person or (iii) located, organized or residing in a Designated Jurisdiction.

9.1.18Anti-Corruption Laws.  The Borrowers and their Subsidiaries have conducted their businesses in compliance with applicable Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws, to the extent such laws are applicable to the Borrowers and their Subsidiaries.

9.1.19Solvency.  Immediately after giving effect to the execution of this Agreement and the other Loan Documents by the Borrowers and each Obligor that is a party hereto or thereto, as applicable,  the consummation of the Transactions contemplated hereby and thereby, the Company and its Subsidiaries, taken as a whole, will be Solvent.  Before and after giving effect to each Credit Extension, the Obligors, taken as a whole, are Solvent.

9.1.20Security Documents.

(a)The provisions of this Agreement are effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, all of the Collateral described herein, and (i) when financing statements and other filings in appropriate form are filed in the offices set forth on Schedule 9.1.20(a) and (ii) upon the taking of possession or “control” (as defined in the UCC) by Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent to the extent possession or control by Administrative Agent is required by this Agreement or the other Loan Documents), the Liens created by this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens, other than as expressly permitted under the Loan Documents.

(b)Each Security Document delivered pursuant to this Agreement, upon execution and delivery thereof, is effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Collateral thereunder in accordance with the terms of such Security Document, and when all appropriate filings or recordings are made in the appropriate offices as may be required under Applicable Law or possession or control is conferred to Administrative Agent, as applicable, the Liens created by such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens, other than as expressly permitted under the Loan Documents.

9.1.21Accounts

and Eligible Spare Parts.  Administrative Agent may rely, in determining which Accounts are Eligible Accounts Receivable and which Spare Parts Inventory are Eligible Spare Parts Inventory, on all statements and representations made by Borrowers with respect thereto.  At the time of delivery of each Borrowing Base Report, assuming that any eligibility criterion that requires the approval or satisfaction of Administrative Agent has been approved by or is satisfactory to Administrative Agent, Accounts and Spare Parts Inventory, as applicable, reflected therein as eligible for inclusion in the Borrowing Base constitute Eligible Accounts Receivable and Eligible Spare Parts Inventory, as applicable, in each case, as of the period end date for which such Borrowing Base Report is calculated.

9.1.22Location of Business and Offices.  Schedule 9.1.22 shows, as of the Closing Date, the name of each Obligor as listed in the public records of its jurisdiction of organization, such Obligor’s

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organizational identification number in its jurisdiction of organization, and the address for such Obligor’s principal place of business and chief executive office.

9.1.23No Default.  Neither the Borrowers nor any Restricted Subsidiary are in default under or with respect to, or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

9.1.24Insurance.  The Properties of the Borrowers and the Restricted Subsidiary are insured with financially sound and reputable insurance companies and not Affiliates of the Company, in such amounts, with such deductibles and covering such risks (including public liability risks) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Obligor or the applicable Subsidiary operates.

 

9.1.25[Reserved].

9.1.26Status as Senior Debt.  The Obligations shall rank pari passu with any other senior Debt or securities of the Obligors and shall constitute senior Debt of the Obligors under and as defined in any documentation governing any junior Debt of the Obligors.

9.1.27Material Contracts.  Schedule 9.1.27 sets forth an accurate and complete list of all Material Contracts (including all amendments thereto) in effect on or as of the Closing Date to which any Borrower or any Restricted Subsidiary is a party or is bound (other than the Loan Documents). The Borrowers have delivered true, correct and complete copies of such Material Contracts to Administrative Agent on or before the Closing Date, subject to confidentiality restrictions contained therein. No Borrower or Restricted Subsidiaries is in breach or in default of or under any Material Contract which would reasonably likely result in a Material Adverse Effect and have not received any written notice of the intention of any other party thereto to terminate any Material Contract prior to the end of its current term.

9.1.28Labor Disputes and Acts of God.  Neither the businesses nor the properties of any Obligor are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect (except to the extent such event is covered by insurance sufficient to ensure that, upon application of the proceeds thereof, no Material Adverse Effect would reasonably be expected to occur).

9.1.29Employee Matters.  The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Obligor or any of its Restricted Subsidiaries is bound that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.  No petition for certification or union election is pending or, to the knowledge of any Borrower or any Restricted Subsidiary, threatened with respect to the employees thereof and no union or collective bargaining unit has sought such certification or recognition with respect to the employees of any Borrower or any Restricted Subsidiary that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.  There are no strikes, slowdowns, work stoppages or controversies pending or, to the knowledge of any Borrower, threatened between any Borrower or any Restricted Subsidiary and its respective employees that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

9.1.30[Reserved].

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Section 10.

COVENANTS AND CONTINUING AGREEMENTS

10.1Affirmative Covenants.  Until Full Payment of all Obligations, each Borrower (on behalf of itself and its Restricted Subsidiaries or Subsidiaries, as applicable) and each Guarantor by its execution of this Agreement, covenants and agrees with Administrative Agent, Issuing Banks and the Lenders that:

10.1.1Inspections; Appraisals.

(a)Each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent from time to time, subject (except when an Event of Default exists) to reasonable prior notice and normal business hours, to visit and inspect the Properties of any Borrower or any Restricted Subsidiary, inspect, audit and make extracts from any Borrower’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s and Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted.  Neither Administrative Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower or any Restricted Subsidiaries; provided that, the Administrative Agent will share a copy of any completed appraisal of Spare Parts Inventory for the limited purposes of calculating the Borrowing Base.  Borrowers acknowledge that all inspections, appraisals and reports are prepared by (or at the direction of) the Administrative Agent and Lenders for their purposes, and the Obligors shall not be entitled to rely upon them except for the limited purposes of calculating the Borrowing Base.

(b)Each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent, upon reasonable prior notice, to examine any Obligor’s or Restricted Subsidiary’s books and records or any other financial or Collateral matters as Administrative Agent reasonably deems appropriate, including appraisals of Spare Parts Inventory and field collateral examinations (i) which appraisals of Spare Parts Inventory shall be limited to one time per any 12-month period unless an Event of Default has occurred and is continuing and (ii) which field collateral examinations shall be limited to (A) one time per any 12-month period or (B) 2 times per any 12-month period if any Loans are outstanding and either (I) for a period of 5 consecutive Business Days the amount equal to the sum of Excess Availability plus the Excess Availability Reserve is less than 20% of the Line Cap during such 12-month period at any time of measurement or (II) the Consolidated Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of the most recent Fiscal Quarter shall be less than 1.00 to 1.00; provided, however, that none of the foregoing limits shall apply if an examination is initiated during the occurrence and continuation of any Event of Default.  Each Obligor shall, and shall cause each Restricted Subsidiary to, reimburse Administrative Agent for all reasonable and documented charges, costs and expenses of Administrative Agent in connection with foregoing examinations and appraisals (including any inspections made pursuant to Section 10.1.1(a)), and Obligors agree to pay Administrative Agent’s then standard charges for examination activities, including reasonable and documented charges for Administrative Agent’s internal examination and appraisal groups and the reasonable and documented out-of-pocket charges of any third party used for such purposes.  No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the limits provided above) reasonably satisfactory to Administrative Agent.

10.1.2Delivery of Financial Statements; Budgets; Other Information.  The Borrowers will furnish to Administrative Agent for prompt delivery to the Lenders (the documents required to be delivered pursuant to clauses (a) and (b) below shall be deemed to have been delivered on the date on which such documents are posted on the SEC website at www.sec.gov):

(a)Annual Financial Statements.  As soon as available, but in any event within 120 days after the end of each Fiscal Year of the Company, a Consolidated balance sheet of the Company and

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its Subsidiaries, and related unaudited consolidating balance sheet of the Borrowers, as at the end of such Fiscal Year, and the related Consolidated and consolidating, as applicable, statements of income or operations and cash flows of the Company and its Subsidiaries, or the Borrowers, as applicable, and Consolidated and consolidating partners’ capital (or other form of owners’ equity) of the Company and its Subsidiaries, or the Borrowers, as applicable, for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP consistently applied; provided that, the Consolidated financials required pursuant to this Section 10.1.2(a) shall be audited and accompanied by (i) a report and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (ii) an attestation report of such Registered Public Accounting Firm as to the Company’s internal controls pursuant to Section 404 of Sarbanes-Oxley that does not identify any material weaknesses or scope limitations, other than (1) scope limitations related to acquisitions by the Company or the Subsidiaries that are effected during the period covered by the attestation report or (2) material weaknesses or scope limitations to which the Required Lenders do not object; provided further that, the consolidating financials required pursuant to this Section 10.1.2(a) shall be accompanied by a certificate of a Senior Officer of Borrower Agent certifying that such consolidating financial statements fairly presenting all material respects the financial condition, results of operations, partners’ capital (or other form of owners’ equity) and cash flows of the Company and its Subsidiaries or the Borrowers, as applicable, on a consolidating basis in accordance with GAAP consistently applied; provided further, that, any time that any Unrestricted Subsidiary has been designated under this Agreement, a Senior Officer of Borrower Agent shall deliver supplemental consolidating information that summarizes in reasonable detail the differences between the information relating to the CSI Group, on the one hand, and all consolidated Unrestricted Subsidiaries, on the other hand, which consolidating information shall be certified by a Senior Officer of Borrower Agent to have been prepared in accordance with GAAP consistently applied.

(b)Quarterly Financial Statements.  As soon as available, but in any event within 45 days after the end of each of the first 3 Fiscal Quarters of each Fiscal Year of the Company, commencing with the Fiscal Quarter ending June 30, 2018, (A) a Consolidated balance sheet of the Company and its Subsidiaries and (B) a consolidating balance sheet of the Borrowers, in each case, as at the end of such Fiscal Quarter, the related Consolidated and consolidating statements of income or operations and cash flows of the Company and its Subsidiaries, or the Borrowers, as applicable, for such Fiscal Quarter and for the portion of the Company’s Fiscal Year then ended (or, in the case of the statement of cash flows, solely the portion of the Company’s Fiscal Year then ended), and the Consolidated and consolidating partners’ capital (or other form of owners’ equity) of the Company and its Subsidiaries, or the Borrowers, as applicable, for the portion of the Company’s Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated and consolidating statements to be certified by a Senior Officer of Borrower Agent as fairly presenting in all material respects the financial condition, results of operations, partners’ capital (or other form of owners’ equity) and cash flows of the Company and its Subsidiaries or Borrowers, as applicable, on a Consolidated and consolidating basis in accordance with GAAP consistently applied, subject only to normal year-end audit adjustments and the absence of footnotes; provided, that, any time that any Unrestricted Subsidiary has been designated under this Agreement, a Senior Officer of Borrower Agent shall deliver supplemental consolidating information that summarizes in reasonable detail the differences between the information relating to the CSI Group, on the one hand, and all consolidated Unrestricted Subsidiaries, on the other hand, which consolidating information shall be certified by a Senior Officer of Borrower Agent to have been prepared in accordance with GAAP consistently applied.

(c)Annual Financial Projections.  Promptly after delivery thereof by the Company’s management to the board of directors, or the then governing body, of the General Partner, but in any event

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within 90 days after the end of each Fiscal Year, an annual business plan, budget and projections of Companys consolidated balance sheet and related statement of operations, with such projections certified by Senior Officer of Borrower Agent as being based on reasonable estimates and assumptions taking into account all facts and information known (or reasonably available to the Company or any of its Subsidiaries) by such Senior Officer, and such additional information as may be sufficient to calculate the Fixed Charge Coverage Ratio and Availability for the next Fiscal Year, quarter by quarter; provided that, it is understood and agreed that (i) any forecasts furnished hereunder are subject to significant uncertainties and contingencies, which may be beyond the control of the Obligors, (ii) no assurance is given by the Obligors that the results or forecast in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such projections and such differences may be material.

Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (c) of this Section 10.1.2 may be satisfied with respect to financial information of the Company and its Subsidiaries by furnishing (A) the Company’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, (i) such information is accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to the CSI Group, on the one hand, and all consolidated Unrestricted Subsidiaries, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under this Section 10.1.2, such materials are accompanied by a report and opinion of an independent Registered Public Accounting Firm of nationally recognized standing, which report and opinion shall be prepared in accordance with GAAP and consistent with the requirements of Section 10.1.2.

(d)Certificate of Senior Officer – Compliance.  Concurrently with any delivery of the financial statements referred to in Sections 10.1.2(a) and (b), (i) a duly completed Compliance Certificate signed by a Senior Officer of Borrower Agent, (ii) a report, in form and substance reasonably satisfactory to Administrative Agent, setting forth, as of the date of the most recent Compliance Certificate, all Hedging Agreements (if any) to which any Obligor is a party and (iii) the calculations required in Section 10.3.1;

(e)Other Accounting Reports.  Promptly after receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or equivalent body or the audit committee of the board of directors) of the Borrowers, Restricted Subsidiary, or the General Partner by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them;

(f)SEC and Other Filings; Reports to Shareholders.  Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the owners of the Borrowers or Restricted Subsidiaries generally, and copies of all annual, regular, periodic and special reports and registration statements which the Company is required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to Administrative Agent pursuant hereto; provided that the Company’s timely filing of the foregoing items on “EDGAR” (or any successor thereto) and/or on the Company’s website shall satisfy the requirements of this clause (f);

(g)Material Statements to Material Debt Holders.  Promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of Material Debt of any Obligor or any Restricted Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to Administrative Agent pursuant to this Section 10.1.2;

(h)SEC Correspondence.  Promptly, and in any event within five (5) Business Days after receipt thereof by any Obligor or any Restricted Subsidiary thereof, copies of each written notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency

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regarding financial or other operational results of any Obligor or any Restricted Subsidiary thereof that could reasonably be expected to cause a Material Adverse Effect;

(i)Rolling Thirteen-Week Forecasts.  Commencing with the first full calendar week following the Second Amendment Effective Date and ending upon the earlier of (x) delivery of a notice by the Administrative Agent to the Borrowers and the Lenders (which notice shall be delivered at the sole discretion of the Administrative Agent) and (y) the first date upon which Excess Availability is greater than or equal to $15,000,000 for each day of any consecutive 30-day period commencing after delivery of the appraisal ordered pursuant to Section 10.1.14, on the second Business Day of each calendar week, the Borrower shall deliver to the Administrative Agent, a Rolling Forecast Report;

(j)Acquisition or Divestiture Notice.  Promptly upon the occurrence thereof, notice of any acquisition or divestiture by the Borrowers or any Restricted Subsidiary of any assets or properties outside of the Ordinary Course of Business in excess of $10,000,000;

(k)Material Contracts.  Promptly upon its becoming available, copies of all notices or documents received by the Company or any other Obligor pursuant to any Material Contract alleging a material default or nonperformance by such Person thereunder or terminating or suspending any such Material Contract to the extent such occurrence would reasonably be expected to have such a Material Adverse Effect;

(l)Certificate of Insure/Broker – Insurance Coverage.  Concurrently with the annual renewal of the Obligors’ insurance policies, if requested in writing by Administrative Agent, a certificate of insurance showing all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

(m)Information Regarding Obligors. (i) Promptly, and in any event within 5 Business Days after the effectiveness thereof, copies of any material amendment to any Obligor’s charter, by-laws, partnership agreements, limited partnership agreements or other Organizational Document, such notice to identify the amendments and (ii) prompt written notice (and in any event not less than 10 Business Days prior thereto (or such shorter period as may be agreed by Administrative Agent in its reasonable discretion)) of any change (i) in any Obligor’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of any Obligor’s chief executive office or principal place of business, (iii) in any Obligor’s identity or corporate structure, (iv) in any Obligor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in any Obligor’s federal taxpayer identification number; and

(n)Collateral Information.  Promptly, such additional information regarding the Collateral or the business, financial, legal or corporate affairs of any Obligor, or compliance with the terms of the Loan Documents, as Administrative Agent or any Lender (through Administrative Agent) may from time to time reasonably request.

10.1.3Notices of Material Events.  The Borrowers will furnish to Administrative Agent (for prompt delivery to the Lenders) prompt written notice of the following:

(a)the occurrence of any Default;

(b)the occurrence of any event which would reasonably be expected to have a Material Adverse Effect, promptly after the Company or any of its Subsidiaries, after due and prompt investigation, conclude that such event would reasonably be expected to have such a Material Adverse Effect;

(c)the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse Effect;

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(d)any material change in accounting policies or financial reporting practices by any Obligor or any Restricted Subsidiary;

(e)receipt of any Environmental Notice;

(f)the occurrence of any casualty event affecting Collateral with a Fair Market Value in excess of $10,000,000; and

(g)if Excess Availability falls below 12.5 % of the Line Cap at any time.

Each notice delivered under this Section 10.1.3 (other than with respect to clause (g)) shall be accompanied by a statement of a Senior Officer of Borrower Agent setting forth the details of the event or development requiring such notice and stating what action the Borrowers have taken and proposes to take with respect thereto.  Each notice pursuant to Section 10.1.4(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

10.1.4Existence; Conduct of Business.  Each Borrower, will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to (h) preserve, renew and maintain in full force and effect the legal existence and good standing of the Obligors under the Applicable Laws of the jurisdiction of its organization except in a transaction permitted by Section 10.2.5 or Section 10.2.9; (i) take all reasonable action it deems necessary in its reasonable business judgment, to maintain all rights, privileges, permits, licenses and franchises necessary for the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (j) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect.

10.1.5Payment of Obligations and Tax Liabilities.  Each Borrower, will, and will cause each Restricted Subsidiary to, pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Borrower or such Restricted Subsidiary, such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, and no Lien has been filed with respect thereto (other than Permitted Liens); (b) all lawful claims which, if unpaid, would by Applicable Law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrowers or the Restricted Subsidiaries; and (c) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt, in each case, except where the failure to make such payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Nothing contained herein shall be deemed to limit the rights of Administrative Agent with respect to determining Availability Reserves pursuant to this Agreement.  

10.1.6[Reserved].

10.1.7Operation and Maintenance of Properties.  Each Borrower, at its own expense, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, will and will cause each Restricted Subsidiary to:

(a)maintain, preserve and protect all of its material Properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty and condemnation events excepted; and

(b)make all necessary repairs thereto and renewals and replacements thereof.

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10.1.8Insurance. The Borrowers will, and will cause each Restricted Subsidiary to, maintain with financially sound and reputable insurance companies not Affiliates of the Obligors, adequate insurance with respect to its properties (including properties that are subject to a mortgage or deed of trust) and business against loss or damage of the kinds (including public liability risks) customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing, with respect to insurance covering Collateral, (a) for payment of losses to Administrative Agent as its interests may appear, (b) that such policies may not be canceled or reduced or affected in any material manner for any reason without 30 days prior notice to Administrative Agent, and (c) for any other matters specified in any applicable Security Document or which Administrative Agent may reasonably require to protect the interests of the Lenders in the Collateral.  Unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Administrative Agent as lender loss payee in respect of the property insurance policies covering the Collateral and additional insured in respect of the liability insurance policies, in each case, as applicable and (ii) specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy.

10.1.9Books and Records.  Each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Restricted Subsidiary, as the case may be. At all times retain a Registered Public Accounting Firm which is reasonably satisfactory to the Administrative Agent and shall instruct such Registered Public Accounting Firm to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the Obligors’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be reasonably raised by the Administrative Agent; provided that an officer of the Borrower Agent shall be entitled to participate in any such discussions.

10.1.10Compliance with Laws.  Each Borrower will, and will cause each Subsidiary to, comply with all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or Property, except in such instances (other than Anti-Terrorism Laws) in which (a) such requirement of Applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to result in a Material Adverse Effect.  The Borrowers will maintain in effect and enforce policies and procedures designed to ensure compliance by the Obligors, their Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions.

10.1.11Environmental Matters.  Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Borrower will, and will cause each Restricted Subsidiary to, (i) comply with all Environmental Laws, and (ii) obtain, maintain and comply with all permits, licenses and other authorizations required under applicable Environmental Laws.

10.1.12Future Subsidiaries.  The Borrowers will promptly notify Administrative Agent upon any Person becoming a Domestic Subsidiary (other than an Excluded Domestic Subsidiary) and cause it within 20 Business Days (as such time period may be extended by Administrative Agent in its reasonable discretion) after such Person becomes a Subsidiary, to become a borrower under this Agreement (subject to Section 4.7) or to guaranty the Obligations in a manner reasonably satisfactory to Administrative Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Administrative Agent shall reasonably require to evidence and perfect a Lien in favor of Administrative Agent on the Collateral of such Person, including, upon Administrative Agent’s request, delivery of such legal opinions, in form and substance reasonably satisfactory to Administrative Agent, as it shall deem reasonably appropriate; provided that any such Domestic Subsidiary that constitutes an Immaterial

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Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.  Notwithstanding anything in this Agreement to the contrary, the Company shall not permit any Subsidiary to guarantee the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), or any Refinancing Debt in respect of the foregoing, unless such Subsidiary is a Guarantor and provides a Guaranty with respect to the Obligations.

10.1.13ERISA Compliance.  Borrower Agent will furnish to Administrative Agent promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that Borrower Agent or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if Borrower Agent or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of Administrative Agent, Borrower Agent and/or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices to Administrative Agent promptly after receipt thereof.

10.1.14Post-Second Amendment Effective Date Undertakings.  Each Borrower shall, and shall cause each Restricted Subsidiary to, permit and assist the Administrative Agent in ordering and conducting an appraisal of such Persons’ Spare Parts Inventory (to be performed by an appraiser reasonably satisfactory to the Administrative Agent), which appraisal shall commence no later than sixty (60) days after the Second Amendment Effective Date and which shall be delivered to the Administrative Agent in completed form on or prior to September 15, 2020 (or such later date reasonably acceptable to the Administrative Agent in its sole discretion), and fully comply and cooperate with the appraiser in completing such appraisal (it being understood and agreed that such appraisal of Spare Parts Inventory shall constitute the single appraisal of Spare Parts Inventory to occur in any 12-month period pursuant to Section 10.1.1(b) unless an Event of Default has occurred and is continuing).

10.1.15Further Assurances; Post-Closing Undertakings.  Each Obligor will, and will cause each Restricted Subsidiary to, (a) to the extent not delivered on or prior to the Closing Date, deliver all of the Security Documents and any other document, instrument, agreement, recording or filing listed on Schedule 10.1.15 within the timeframe indicated therein, (b) promptly upon reasonable request by Administrative Agent or the Required Lenders through Administrative Agent, (x) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (y) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as Administrative Agent or any Lender through Administrative Agent, may reasonably require from time to time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Obligor’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Obligor or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so and (c) promptly following any request therefor, provide information and documentation reasonably requested by Administrative Agent or any Lender (through Administrative Agent) for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

10.1.16Designation of Restricted and Unrestricted Subsidiaries.

(a)The board of directors of the General Partner may designate a Subsidiary as an Unrestricted Subsidiary if immediately prior to and after giving effect to such designation: (i) such Subsidiary otherwise meets the definition of Unrestricted Subsidiary; (ii) the Payment Conditions are

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satisfied; (iii) no Default has occurred and is continuing or will result from such designation; and (iv) after giving effect to such designation on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of the most recently ended Fiscal Quarter is at least 1.00:1.00 as demonstrated in a certificate, in form and substance reasonably satisfactory to Administrative Agent, of a Senior Officer of Borrower Agent.

(b)The board of directors of the General Partner may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if immediately prior to and after giving effect to such designation: (i) the Payment Conditions are satisfied; (ii) no Default has occurred and is continuing or will result from such designation; and (iii) after giving effect to such designation on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of the most recently ended Fiscal Quarter is at least 1.00:1.00 as demonstrated in a certificate, in form and substance reasonably satisfactory to Administrative Agent, of a Senior Officer of Borrower Agent.

(c)All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.  The Company shall not permit any Unrestricted Subsidiary to hold any Equity Interests in, or any Debt of, any Restricted Subsidiary.

(d)The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary at the date of such designation in an amount equal to the Fair Market Value of the applicable Obligor’s investment therein.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute, at the time of such designation, the incurrence of any Debt or Liens of such Subsidiary existing at such time.

10.1.17Senior Debt

.  The Obligors will promptly take all actions as may be necessary to ensure that the Obligations shall rank at least pari passu with any other senior Debt or securities of the Obligors and shall constitute senior Debt of the Obligors under and as defined in any documentation documenting any present or future junior or subordinated Debt of the Obligors.

10.1.18[Reserved].

10.1.19[Reserved].

10.2Negative Covenants.  Until Full Payment of all Obligations, each Borrower (on behalf of itself and its Restricted Subsidiaries or Subsidiaries, as applicable) and each Restricted Subsidiary by its execution of this Agreement, covenants and agrees with Administrative Agent, Issuing Banks and the Lenders that:

10.2.1Debt.  It will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, guarantee or suffer to exist any Debt, except:

(a)Debt under the Loan Documents;

(b)(i) Debt in respect of Cash Management Services incurred in the Ordinary Course of Business and (ii) reimbursement obligations with respect to letters of credit; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(c)Debt in respect of Capitalized Leases (including obligations from Capitalized Leases arising from Permitted Sale/Leaseback Transactions), Synthetic Lease Obligations and purchase money obligations for the acquisition, construction or improvement of fixed or capital assets (including, without limitation, office equipment, data processing equipment and motor vehicles (whether or not constituting purchase money Debt)) within the limitations set forth in Section 10.2.2(i);

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(d) the guarantee of or other reimbursement obligations in connection with performance bonds to the extent all such Debt at any one time outstanding does not exceed $10,000,000;

(e)(i) the incurrence by the Company or any of its Restricted Subsidiaries of liability in respect of the Debt of any Unrestricted Subsidiary or any joint venture but only to the extent that such liability is the result of the Company’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of an Equity Interest in, such Unrestricted Subsidiary or joint venture and not as a guarantor of such Debt; provided that, after giving effect to any such incurrence, the aggregate principal amount of all Debt incurred under this clause (e)(i) and then outstanding does not exceed $20,000,000 and (ii) the incurrence by any Foreign Subsidiary of Debt that, in the aggregate together with all other Debt of all Foreign Subsidiaries (including all Refinancing Debt incurred to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value any Debt incurred pursuant to this clause (e)(ii)), does not exceed $20,000,000;

(f)Debt consisting of the financing of insurance premiums in the Ordinary Course of Business;

(g)Debt (i) (x) in an aggregate stated principal amount at any time outstanding not exceeding $350,000,000 consisting of Secured Notes and Refinancing Debt in respect thereof and (y) in an aggregate stated principal amount at any time outstanding not exceeding $50,000,000 consisting of Debt secured on a pari passu basis to the Secured Notes and Refinancing Debt in respect thereof (in each case, to the extent such Debt under this clause (g)(i)(y) (A) is permitted pursuant to the terms set forth in the Secured Notes Indenture as in effect on the Closing Date, (B) unless approved by the Administrative Agent in its sole discretion, has representations, covenants and defaults applicable to it that are not less favorable (taken as a whole) in any material respect to the Borrowers than those applicable to the Secured Notes, (C) is secured solely by Secured Notes Collateral and (D) is subject to the Collateral Rights Agreement) (the conditions set forth in the foregoing subclauses (A) through (D), the “Secured Notes Collateral Debt Requirements”) and (ii) in an aggregate stated principal amount at any time outstanding not exceeding $235,000,000 consisting of Debt secured on a junior basis to the Secured Notes and Refinancing Debt in respect thereof (in each case, to the extent such Debt meets the Secured Notes Collateral Debt Requirements);

(h)Debt outstanding on the date hereof and listed on Schedule 10.2.1(h) and any Refinancing Debt in respect thereof;

(i)obligations (contingent or otherwise) of Borrowers or any Restricted Subsidiary existing or arising under any Hedging Agreement permitted under Section 10.2.14, provided that, the amount of cash collateral supporting all Hedging Agreements shall be limited to the amount set forth in Section 10.2.2(l);

(j)Debt that is in existence when a Person (other than an Unrestricted Subsidiary) becomes a Restricted Subsidiary or that is secured by an asset (other than Accounts or Inventory) of any Person (other than an Unrestricted Subsidiary) when acquired by a Borrower or a Subsidiary (other than an Unrestricted Subsidiary) and any Refinancing Debt in respect thereof, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary (or an Unrestricted Subsidiary becoming a Restricted Subsidiary) or such acquisition, and as long as such Debt (i) was assumed by the Company or any Subsidiary (other than an Unrestricted Subsidiary) in connection with a Permitted Acquisition to and (ii) the extent that such Debt does not exceed an aggregate amount of $10,000,000 outstanding at any one time;

(k)Contingent Obligations (i) of any Obligor in respect of Debt otherwise permitted hereunder of any other Obligor, (ii) of any Obligor in respect of Debt of any Restricted Subsidiary that is

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not an Obligor; provided, such Debt does not exceed $5,000,000, and (iii) of any Restricted Subsidiary that is not an Obligor in respect of Debt of any other Restricted Subsidiary that is not an Obligor;

(l)[reserved];

(m)Senior Notes issued prior to, and outstanding at the close of business on, June 15, 2020 (or, if it occurs and is earlier, the date the Exchange Transaction is fully closed) and any Refinancing Debt in respect thereof;

(n)[reserved];

(o)Debt of any Obligor owing to another Obligor;

(p)Debt of any Restricted Subsidiary that is not an Obligor in an aggregate principal amount not exceeding $10,000,000, provided no Obligor has any liability with respect thereto;

(q)Debt of Restricted Subsidiaries that are not Obligors owing to any other Restricted Subsidiary;

(r)any Debt arising from judgments or decrees not deemed to be a Default or Event of Default under Section 12.1(g); and

(s)other Debt not otherwise listed in clauses (a) through (r) above at any time outstanding in an aggregate principal amount not exceeding $35,000,000; provided that in no event shall any Debt permitted under this Section 10.2.1(s) be secured by a Lien on any Collateral.

10.2.2Liens.  Each Obligor will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its Properties, assets or revenues, whether now owned or hereafter acquired, or assign any account or other right to receive income, other than the following (collectively, “Permitted Liens”):

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the date hereof and listed on Schedule 10.22 and any renewals or extensions thereof, provided that (i) no additional property is added to the Property covered thereby, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;

(c)Liens for Taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;

(d)landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, lessor’s or other like Liens, in each case arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;

(e)pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or security deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations (other than any Lien imposed by ERISA);

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(f)deposits to secure the performance of bids, trade contracts and leases (other than Debt in respect of Capitalized Leases and Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the Ordinary Course of Business;

(g)(i) terms, conditions, exceptions, limitations, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, minor right-of-way gaps and minor title deficiencies on or with respect to any real property, in each case, whether now or hereafter in existence, that do not secure any monetary obligations and would not, individually or in the aggregate, be reasonably expected to materially interfere with the ordinary conduct of the business of the Borrowers and their Restricted Subsidiaries, taken as a whole, or materially detract from the use of the property which they affect, and for the purposes of this Agreement, any minor title deficiency shall include, but not be limited to, terms, conditions, exceptions, limitations, easements, rights-of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of the properties of any Obligor that are customarily granted or permitted to exist in the oil and gas industry; provided, however, that such deficiencies, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrowers and their Restricted Subsidiaries, taken as a whole, and do not materially detract from the use of the property which they affect and (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than an Obligor or any Restricted Subsidiary) on property over which an Obligor or any Restricted Subsidiary of an Obligor has easement rights or on any leased property with respect to which an Obligor or a Restricted Subsidiary is the tenant and subordination or similar arrangements relating thereto;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 12.1(g); and

(i)Liens securing Debt permitted under Section 10.2.1(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Debt, (ii) the Debt secured thereby does not exceed the purchase price or cost of the property being acquired on the date of acquisition and (iii) such Liens do not at any time encumber any assets included in the Borrowing Base;

(j)(i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies, or under general depository or brokerage agreements, and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage and (ii) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the Closing Date and Investments permitted under this Agreement, provided that such Liens (A) attach only to such Investments and (B) secure only obligations arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

(k)Liens arising from precautionary UCC financing statements relating to operating leases and other contractual arrangements entered into in the Ordinary Course of Business that describe only the property subject to such operating lease or contractual arrangement;

(l)Liens arising from cash collateralization of Hedging Agreements permitted under Section 10.2.14 in an aggregate amount of up to $5,000,000 at any time outstanding;

(m)rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such

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right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process;

(n)rights reserved to or vested by law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties of any Obligor or any of its Restricted Subsidiaries or the use thereof or the rights and interest of any Obligor or any of its Restricted Subsidiaries therein, in any manner under any and all laws;

(o)Liens existing on any Property or asset (other than Accounts or Inventory) of any Person (other than an Unrestricted Subsidiary) prior to the acquisition of such Property or asset by any Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) or existing on any Property or asset of any Person (other than an Unrestricted Subsidiary) that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or an Unrestricted Subsidiary becoming a Restricted Subsidiary), as applicable, (ii) such Liens shall not apply to any other Property or assets of any Borrower or any of its other Subsidiaries (other than Unrestricted Subsidiaries), (iii) such Liens shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as applicable, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof and (iv) the Debt secured by such Lien is Debt permitted under Section 10.2.1(j) hereof;

(p)Liens arising in connection with Permitted Sale/Leaseback Transactions;

(q)Liens securing insurance premium financing under customary terms and conditions in respect of insurance policies, provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto;

(r)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business;

(s)Liens consisting of an agreement to transfer any property (other than with respect to a transfers resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding) that is permitted under this Agreement;

(t)leases, subleases, space leases, licenses or sublicenses, in each case, in the Ordinary Course of Business and which do not interfere in any material respect with the business of any Obligor or any Restricted Subsidiary;

(u)[reserved];

(v)Liens solely on Secured Notes Collateral securing Debt permitted by Section 10.2.1(g);

(w)[reserved];

(x)Liens on Excluded Property (except to the extent securing Debt permitted by Section 10.2.1(g));

(y)any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

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(z)Liens solely on any cash earnest money deposits, provided that the aggregate balance of all such deposits not exceeding $5,000,000 when taken together with amounts under clause (aa) below, made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof); and

(aa)Liens on cash collateral deposited into any escrow account issued in connection with any Permitted Acquisition pursuant to customary escrow arrangements reasonably satisfactory to Administrative Agent to the extent such cash collateral represents the proceeds of financing and additional amounts to pay accrued interest on and/or the redemption price of the financing, provided that the aggregate amount of such Liens shall not exceed $5,000,000 when taken together with amounts under clause (z) above.

provided, nothing in this Section 10.2.2 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by Administrative Agent or any Lender that any Debt subject to or secured by any Lien, right or other interest ranks senior in priority to any Obligation.

10.2.3Restricted Payments.  Obligors will not, and will not permit any of their Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except:

(a)the Company and any of its Restricted Subsidiaries may declare and pay Restricted Payments to the Parent, so long as at the time of such Restricted Payment and immediately thereafter, (i) no Event of Default shall have occurred and be continuing and (ii) no Loans are outstanding;

(b)each Restricted Subsidiary of the Company may make Restricted Payments to the Company and any other Restricted Subsidiary that owns an Equity Interest in such Restricted Subsidiary ratably to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(c)the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests that are not Disqualified Capital Stock of such Person and the Company may issue Equity Interests that are not Disqualified Capital Stock upon the conversion of Equity Interests that are not Disqualified Capital Stock;

(d)additional Restricted Payments (including, without limitation, any redemption of Perpetual Preferred Equity Interests) so long as on a pro forma basis, the Payment Conditions are satisfied;

(e)the Company may make Restricted Payments in cash in an amount not exceeding the Available Cash (so long as no Event of Default shall have occurred and be continuing at the time of any such action or would result therefrom and, with respect to such action, after giving effect thereto Excess Availability shall be no less than the $10,000,000);

(f)the Company may declare and make cash distributions to holders of Perpetual Preferred Equity Interests (so long as no Event of Default shall have occurred and be continuing at the time of any such action or would result therefrom and, with respect to such action, after giving effect thereto Excess Availability shall be no less than the $10,000,000); and

(g)Restricted Payments made with the proceeds of substantially concurrent Excluded Contributions.

10.2.4Investments, Loans and Advances.  Obligors will not, and will not permit any Restricted Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except:

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(a)Investments in existence on the Closing Date and described in Schedule 10.2.4 and any Investments that replace, refinance, refund, renew or extend any such Investment but not any increase in the amount thereof unless required by the terms of the Investment or otherwise permitted hereunder;

(b)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the Ordinary Course of Business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(c)Investments held by Borrowers or such Restricted Subsidiary in the form of Cash Equivalents or short-term marketable debt securities;

(d)Investments of (i) the Borrowers in any Wholly-Owned Subsidiary that is a Guarantor, (ii) any Wholly-Owned Subsidiary that is a Guarantor in the Borrowers or in another Wholly-Owned Subsidiary that is a Guarantor and (iii) any Subsidiary that is not an Obligor in any other Subsidiary that is not an Obligor;

(e)[reserved];

(f)Investments consisting of Equity Interests, real or personal property received as non-cash consideration for any Disposition permitted under Section 10.2.9(c);

(g)loans or advances to officers, directors and employees of the General Partner, the Company and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(h)(i) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with customers and suppliers, (ii) Investments consisting of deposits, prepayments and other credits to suppliers, (iii) advances of payroll payments to employees and Investments made pursuant to employment and severance arrangements of officers and employees or stock option plans and employee benefit plans, and (iv) the endorsement of instruments for collection or deposit, in each case for the foregoing clauses (i), (ii), (iii) and (iv), in the Ordinary Course of Business;

(i)Permitted Acquisitions;

(j)Contingent Obligations permitted by Section 10.2.1 and Contingent Obligations of Restricted Subsidiaries that are not Guarantors; provided that such Debt does not exceed $5,000,000;

(k)Investments constituting deposits made in connection with the purchase of goods or services in the Ordinary Course of Business;

(l)Investments in the form of Hedging Agreements permitted under Section 10.2.14;

(m)Investments made with Excluded Property;

(n)Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is designated as a Restricted Subsidiary and not entered into in contemplation thereof; and

(o)other Investments; provided that the Payment Conditions are satisfied at the time of such Investments.

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10.2.5Fundamental Changes.  Each Borrower will not, and will not permit any Restricted Subsidiary to, (p) engage in any material line of business substantially different than those lines of business conducted by the Company and its Restricted Subsidiaries on the Closing Date or any business that is similar, reasonably related, incidental, ancillary or complementary thereto, or is a reasonable extension, development or expansion thereof; (q) change its name or conduct business under any fictitious name; (r) change its tax, charter or organizational identification number; or (s) change its form or state of organization; provided, in the case of clause (b), (c), and (d), Obligors and Restricted Subsidiaries may make such changes if they have (i) complied with Section 10.1.2(m) and given written notice of such change in accordance therewith and (ii) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of Administrative Agent’s security interest in the Collateral granted or intended to be granted and agreed to hereby or as Administrative Agent may reasonably request.

10.2.6Proceeds of Loans.  Each Borrower will not permit the proceeds of the Loans to be used for any purpose other than those permitted by Sections 9.1.13 and 9.1.14.  Neither any Borrower nor any Person acting on behalf of any Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X.  Borrowers shall not, directly or indirectly, use any Letter of Credit or Loan proceeds, nor use, lend, contribute or otherwise make available any (or any part of) Letter of Credit or Loan proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or funding of the Loan, is the subject of any Sanction; (ii) in any manner that would result in a violation of a Sanction by any Person (including any Secured Party or other individual or entity participating in a transaction); or (iii) for any purpose that would breach the Anti-Corruption Laws or Anti-Terrorism Laws.  Borrowers shall not, directly or indirectly, cause or permit any of the funds of any Borrower that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Applicable Law.

10.2.7Mergers, Etc.  Each Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired), or liquidate or dissolve; except that, so long as no Event of Default exists or would result therefrom:

(a)any Restricted Subsidiary may merge, amalgamate or consolidate with or into (i) a Borrower; provided that such Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is an Obligor is merging with a Restricted Subsidiary, an Obligor shall be the continuing or surviving Person;

(b)(i) any Restricted Subsidiary that is not an Obligor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not an Obligor; and (ii) any Subsidiary may liquidate or dissolve or a Borrower or any Subsidiary may change its legal form if the Company determines in good faith that such action is in the best interest of the Company and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, (x) any Borrower shall remain a Borrower and (y) a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c)any Restricted Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to a Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is an Obligor, then (i) the transferee must be an Obligor or (ii) to the extent constituting an Investment, such Investment must be an Permitted Investment in a Restricted Subsidiary which is not an Obligor in accordance with Section 10.2.4 (other than Permitted Investments under Section 10.2.4(j)); and

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(d)so long as no Event of Default exists or would result therefrom, a Borrower may merge with any other Person; provided that (1) such Borrower shall be the continuing or surviving corporation or (2) if the Person formed by or surviving any such merger or consolidation is not a Borrower (any such Person, the Successor Company), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to Administrative Agent, (C) each Obligor, unless it is the other party to such merger or consolidation, shall have confirmed that its obligations under the Loan Documents, including the Guaranty, shall continue to apply to the Successor Companys obligations under the Loan Documents, (D) each Obligor, unless it is the other party to such merger or consolidation, shall have by a supplement to this Agreement and any other applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Companys obligations under the Loan Documents, (E) such Borrower shall have delivered to Administrative Agent an officers certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document does not conflict with this Agreement, (F) Administrative Agent shall have received at least 5 Business Days prior to such merger all documentation and other information required by regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act reasonably requested by the Lenders, (G) if the Successor Company qualifies as a legal entity customer under the Beneficial Ownership Regulation, Administrative Agent and each Lender that so requests, shall have received a Beneficial Ownership Certification in relation to such Successor Company at least 5 Business Days prior to such merger, and (H) Borrower Agent shall have provided written notice of such merger to Administrative Agent at least 5 Business Days prior to such merger; provided further that if the foregoing are satisfied (and in the case of the preceding sub-clauses (F), (G) and (H) are satisfied at least 5 Business Days, or such shorter time as Administrative Agent may agree in its reasonable discretion, in advance), the Successor Company will succeed to, and be substituted for, such Borrower under this Agreement.

10.2.8Equity Interests; Perpetual Preferred Equity Interests.  No Obligor shall issue any Equity Interests which (i) may be classified in whole or part as Debt under GAAP, (ii) require mandatory distributions (other than dividends or distributions of additional Equity Interests of such type not prohibited under Section 10.2.3, distributions of Available Cash not prohibited under Section 10.2.3 or distributions of cash not prohibited under Section 10.2.3) or mandatory redemption prior to 91 days after the Termination Date, or (iii) provide for a scheduled distribution above generally prevailing market rates at the time of issuance (other than distributions of Available Cash or distributions of cash not prohibited under Section 10.2.3).  No Restricted Subsidiary of the Company will issue any additional Equity Interests, except a direct Restricted Subsidiary of an Obligor may issue additional Equity Interests to such Obligor, another Restricted Subsidiary or to the Company so long as such Restricted Subsidiary issuing additional Equity Interests is a Wholly-Owned Restricted Subsidiary of the Company after giving effect thereto.  In no event shall the Company or any Restricted Subsidiary issue Perpetual Preferred Equity Interest unless the Payment Conditions are satisfied at the time of such issuance.  

10.2.9Dispositions.  The Obligors will not, and will not permit any Restricted Subsidiary to make any Disposition or enter into any agreement to make any Disposition, except:

(a)Dispositions of Inventory in the Ordinary Course of Business, including such Dispositions to other Subsidiaries;

(b)Dispositions of obsolete, surplus or worn out Property, whether now owned or hereafter acquired, in the Ordinary Course of Business;

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(c)Dispositions of equipment (for the avoidance of doubt, not including Spare Parts Inventory) or real property (including abandonment of or other failures to maintain and preserve) so long as no Default or Event of Default shall exist prior to or after giving effect to such Disposition;

(d)Dispositions of Property (i) by any Obligor to another Obligor (provided that, no Borrower may Dispose of all or substantially all of its assets except to another Borrower) or (ii) by any Restricted Subsidiary to an Obligor or (iii) among Restricted Subsidiaries that are not Obligors;

(e)Dispositions constituting Liens permitted by Section 10.2.2, constituting Investments permitted by Section 10.2.4, constituting Restricted Payments permitted by Section 10.2.3 or constituting Dispositions permitted by Section 10.2.7;

(f)liquidations or other dispositions of cash, Cash Equivalents and short-term marketable debt securities held pursuant to Section 10.2.4(c);

(g)disposition of owned or leased vehicles in the Ordinary Course of Business;

(h)Permitted Sale/Leaseback Transactions;

(i)leases of Service and Rental Fleet Equipment in effect on the Closing Date, such leases in the Ordinary Course of Business, and leases, subleases, licenses and sublicenses in each case in the Ordinary Course of Business and that do not materially interfere with the business of the Obligors or the Restricted Subsidiaries;

(j)discounts granted to settle collection of Accounts or the sale of defaulted Accounts arising in the Ordinary Course of Business in connection with the compromise or collection thereof and not in connection with any financing transaction as long as such Accounts are not Eligible Accounts Receivables;

(k)Dispositions of the Equity Interests of any Unrestricted Subsidiary;

(l)Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (including to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business);

(m)except to the extent constituting a Disposition of Collateral outside the Ordinary Course of Business, any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(n)(i) any Disposition of Excluded Property (or the Equity Interests of Persons the only assets of which constitute Excluded Property) and (ii) any Disposition of Secured Notes Collateral permitted under each of the Secured Notes Documents and other agreements governing outstanding Debt permitted under Section 10.2.1(g);

(o)the unwinding of any Hedging Agreements pursuant to its terms; and

(p)any other Dispositions in an aggregate amount not to exceed $5,000,000 during in any Fiscal Year so long any such Disposition is for Fair Market Value and if such Disposition is a Disposition of Collateral (other than in the Ordinary Course of Business), it is made for at least 75% cash consideration;

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provided that, all payments with respect to a Disposition of Collateral are deposited in a Dominion Account to the extent required by Section 8.2.5 if any Loans or LC Obligations are outstanding.

Notwithstanding anything to the contrary Obligors shall not, and shall not permit any Subsidiary to make any Disposition of (i) Inventory, except as permitted by Section 10.2.9(a), or (ii) Accounts, except as permitted by Section 10.2.9(j).  The Lenders hereby consent and agree to the release by Administrative Agent of any and all Liens on the property sold or otherwise disposed of in compliance with this Section 10.2.9.

10.2.10Transactions with Affiliates.  Except as set forth on Schedule 10.2.10, the Obligors shall not, nor shall any of their Restricted Subsidiaries, enter into any transaction of any kind with any Affiliate of the Company whether or not in the Ordinary Course of Business, other than on fair and reasonable terms not materially less favorable to the Company or such Restricted Subsidiary, taken as a whole, as would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; except: (q) (i) transactions that are between or among any one or more Obligors not involving any other Affiliate and (ii) transactions that are between or among any one or more Obligors and a Restricted Subsidiary to extent permitted under Section 10.2.4 or Section 10.2.9, (r) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the General Partner’s board of directors, (s) the Omnibus Agreement, the Contribution Agreement and the Partnership Agreement, in each case, as in effect on the Closing Date and the transactions contemplated thereby, (t) any issuance (but not any redemption or purchase) by the Company of its units (including incentive distribution units) to the General Partner, (u) any transactions approved by the Conflicts Committee.

10.2.11[Reserved].

10.2.12[Reserved].

10.2.13Burdensome Agreements.  Each Borrower will not, and will not permit any Restricted Subsidiary to enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, the Senior Note Documents, the Secured Note Documents and any documents evidencing Debt permitted pursuant to Section 10.2.1(g) (provided that the provisions therein, taken as a whole, are no more restrictive or burdensome than the provisions in this Agreement and are not materially adverse to the Secured Parties) that (v) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to any Borrower or any Guarantor or to otherwise transfer property to or invest in any Borrower or any Guarantor, except for any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company, (ii) of any Restricted Subsidiary to Guarantee the Debt of the Company or (iii) of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of Administrative Agent; provided, however, that this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Debt permitted under Section 10.2.1(c), 10.2.1(h) or (j) solely to the extent any such negative pledge relates to the Property financed by or the subject of such Debt, (B) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements, or provisions in licenses, easements or leases, in each case entered into in the Ordinary Course of Business, which restrict the transfer, assignment or encumbrance thereof or (C) restrictions on cash or other deposits required by utility, insurance, surety or bonding companies, in each case, under contracts entered into in the Ordinary Course of Business; or (w) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, unless such Contractual Obligation provides that such requirement shall not apply with respect to Liens granted to secure the Obligations.

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10.2.14Hedging Agreements.  Each Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedging Agreements except (a) Hedge Agreements to hedge risks arising in the Ordinary Course of Business and not for speculative purposes and (b) Hedge Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrowers or any Restricted Subsidiary.

10.2.15Sale and Leaseback.  Except for Permitted Sale/Leaseback Transactions, the Borrower shall not, nor permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it or any of its Restricted Subsidiaries shall sell or transfer any of its property, whether now owned or hereafter acquired, and whereby it or any of its Restricted Subsidiaries shall then or thereafter rent or lease such property or any part thereof or other property that it or such Restricted Subsidiary intends to use for substantially the same purpose or purposes as the property sold or transferred.

10.2.16Amendments to Organizational Documents, Documents Governing Senior Notes, Debt Permitted Under 10.2.1(g) and Subordinated Debt, or Fiscal Year End; Prepayments of Secured Notes, Senior Notes and Subordinated Debt.

(a)Each Borrower shall not, and shall not permit any Restricted Subsidiary to (i) amend, modify or otherwise change, or consent to any amendment, modification or change to (or otherwise permit) or waive any material right or obligation of any Person under, its Organizational Documents, the Omnibus Agreement, except to the extent that, such amendment, modification, changes and consents (A) does not violate the terms and conditions of this Agreement or any of the other Loan Documents and (B)(I) would not reasonably be expected be materially adverse to any of Administrative Agent, the Lenders or the Issuing Banks (in their respective capacities as such) or (II) relates solely to a Perpetual Preferred Equity Issuance as approved in advance by Administrative Agent in its reasonable discretion, such approval not to be unreasonably withheld or delayed, (ii) amend, modify or otherwise change, or consent to any amendment, modification or change to (or otherwise permit) the definition of Available Cash (or any related definitions having similar effect) in the Partnership Agreement, except with respect to amendments, modifications or changes that relate solely to a Perpetual Preferred Equity Issuance as approved in advance by Administrative Agent in its reasonable discretion, such approval not to be unreasonably withheld or delayed or (iii) amend, modify or otherwise change, or consent to any amendment, modification or change to (or otherwise permit) the terms of or documents evidencing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), or any Refinancing Debt in respect of the foregoing in a manner that would be reasonably expected to be materially adverse to the Lenders (in their capacities as such).

(b)Each Borrower shall not, and shall not permit any Restricted Subsidiary to make any change in (i) material accounting policies or reporting practices, except as required by GAAP, or (ii) fiscal year; provided, however, that the Borrowers may, upon written notice to Administrative Agent from Borrower Agent, change their Fiscal Quarter and Fiscal Year to any other quarterly accounting periods and fiscal year reasonably acceptable to Administrative Agent, in which case Borrower Agent and Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such changes.

(c)Each Borrower shall not, and shall not permit any Restricted Subsidiary to call, make or offer to make any optional or voluntary redemption of or otherwise optionally or voluntarily redeem (whether in whole or in part) the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), or any Refinancing Debt in respect of the foregoing; provided that, if the Payment Conditions are satisfied, the Company may (x) refinance the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), or any Refinancing Debt in respect of the foregoing, in each case, with Refinancing Debt or (y) redeem the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), or any Refinancing Debt in respect of the foregoing; provided further that, regardless of whether the Payment

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Conditions are satisfied or not, on or prior to June 15, 2020 the Company may consummate the Exchange Transaction so long as no Default or Overadvance shall have occurred and be continuing at the time of any such action or would result therefrom.

(d)Each Borrower shall not, and shall not permit any Restricted Subsidiary to, prior to the date that is 91 days after the Termination Date: (i) call, make or offer to make any optional or voluntary redemption of or otherwise optionally or voluntarily redeem (whether in whole or in part) any Debt that is contractually subordinated to the Loans or other Obligations (other than intercompany Debt) unless the Payment Conditions are satisfied with respect thereto or (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, supplement, modification, waiver or other change to, any of the terms of any Debt that is contractually subordinated to the Loans or other Obligations (other than intercompany Debt) if the effect thereof would be to remove or weaken the subordination provisions thereof, in a manner that would be materially adverse to the Lenders (in their capacities as such).

10.2.17 [Reserved].

10.2.18[Reserved].

10.2.19Additional Deposits in the Secured Notes Collateral Account Prohibited. Each Borrower shall not, and shall not permit any Restricted Subsidiary to, deposit any funds or other Property in, or credit any funds or other Property to, any Secured Notes Collateral Account other than identifiable proceeds received from (a) asset sales of Secured Notes Collateral required to be deposited therein in accordance with the terms of any indenture, note agreement or other agreement governing the Secured Notes, any Debt permitted under Section 10.2.1(g) or any Refinancing Debt in respect of the foregoing, (b) foreclosures on or sales of Secured Notes Collateral or (c) any other awards or proceeds of Secured Notes Collateral (including insurance proceeds with respect to events of loss relating to Secured Notes Collateral) pursuant to the security documents in respect of the Secured Notes, any additional notes issued pursuant to the Secured Notes Indenture, any Debt permitted to be issued pursuant to Section 10.2.1(g) and any Refinancing Debt in respect of the foregoing, including earnings, revenues, rents, issues, profits and income from the Secured Notes Collateral received pursuant to such security documents after foreclosure or conveyance in lieu of foreclosure, and interest earned thereon or the proceeds of the Secured Notes, any additional notes issued pursuant to the Secured Notes Indenture, any Debt permitted to be issued pursuant to Section 10.2.1(g) and any Refinancing Debt in respect of the foregoing received on the issue date thereof.

10.2.20Sale or Discount of Receivables.  Other than in connection with the bankruptcy or financial distress of counterparties, or in the Ordinary Course of Business, each Borrower shall not, and shall not permit any Restricted Subsidiary to, discount, assign or sell (with or without recourse) any income or revenues (including notes receivable and accounts receivable) or any rights in respect thereof, in each case, constituting Collateral, to the extent exceeding $5,000,000 in the aggregate in any Fiscal Year, without the prior written consent of Administrative Agent (not to be unreasonably withheld).

10.2.21Material Contracts.  Each Borrower shall not, and shall not permit any Restricted Subsidiary to (a) cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), or (b) amend or otherwise modify any provision of any Material Contract or give any consent, waiver or approval thereunder, or waive any material breach of or material default under any Material Contract, in each case, that would reasonably be expected to have a Material Adverse Effect (provided that for purposes of this Section 10.2.21, the termination and replacement of a Material Contract in the Ordinary Course of Business shall be deemed not to have such an adverse effect if the replacement will occur with reasonable promptness in the business judgment of the Company, and the replacement Contractual Obligation is not materially less favorable to Administrative Agent, the Issuing Bank and the Lenders (in their respective capacities as such) than the Contractual Obligation being replaced).

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10.3Financial Covenants.  As long as any Commitments or Obligations are outstanding, Borrowers shall:

10.3.1Consolidated Fixed Charge Coverage Ratio.  Concurrently with the delivery of each Compliance Certificate required under Section 10.1.2(d), provide calculations in reasonable detail of the Consolidated Fixed Charge Coverage Ratio as of the last day of each fiscal quarter for the most recent Measurement Period for which financial statements were required to be delivered hereunder.

Section 11.

GUARANTY

11.1Guaranty.  For value received, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to the Borrowers and the other Obligors by the Secured Parties, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Administrative Agent, for the ratable benefit of the Secured Parties, the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by such Guarantor in favor of one or more Secured Parties in connection with the Guaranteed Obligations.  This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection.  As used herein, the term “Guaranteed Obligations” means any and all existing and future Obligations of any Obligor to any Secured Party, whether associated with any credit or other financial accommodation made to or for the benefit of any Obligor by any Secured Party or otherwise and whenever created, arising, evidenced or acquired (including all renewals, extensions, increases, amendments, modifications, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof); provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.  Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or any Obligor under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against any Obligor of any proceeding under any Debtor Relief Laws.  Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

11.2No Setoff or Deductions; Taxes; Payments.  Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or authority therein unless such Guarantor is compelled by law to make such deduction or withholding.  If any such obligation (other than one arising with respect to Taxes) is imposed upon a Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor.  Each Guarantor will deliver promptly to such Secured Party certificates or other valid vouchers for all charges deducted from or paid with respect to payments made by

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such Guarantor hereunder.  The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

11.3Rights of Secured Parties.  Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend (including increase), modify, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as the Secured Parties in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations.  Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

11.4Certain Waivers.  Each Guarantor waives to the fullest extent permitted by Applicable Law (a) any defense arising by reason of any disability or other defense of any Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of any Obligor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against any Borrower or any other Obligor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; (f) any defense relating to the failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash.

Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.  This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

11.5Obligations Independent.  The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrowers or any other Person is joined as a party.

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11.6Subrogation.  No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until Full Payment of all Guaranteed Obligations and any amounts payable under this Guaranty.  If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to Administrative Agent (for the benefit of itself and the other Secured Parties) to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

11.7Termination; Reinstatement.  This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until Full Payment of all Guaranteed Obligations and any amounts payable under this Guaranty.  Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Secured Party in its reasonable discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not such Secured Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.  The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

11.8Subordination.  Each Guarantor hereby subordinates the payment of all obligations and indebtedness of any Obligor owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Obligor to such Guarantor as subrogee of any Secured Party or resulting from such Guarantor’s performance under this Guaranty, to the Full Payment of all Guaranteed Obligations.  If Administrative Agent so requests, any such obligation or indebtedness of any Obligor to any Guarantor shall be enforced and performance received by such Guarantor as trustee for Administrative Agent and the proceeds thereof, as well as any other amounts received by such Guarantor in violation of this Section, shall be paid over to Administrative Agent on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

11.9Stay of Acceleration.  In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against any Guarantor or any Obligor under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by any Guarantor immediately upon demand by Administrative Agent.

11.10Expenses.  Each Guarantor shall pay on demand all reasonable and documented out-of-pocket expenses in any way relating to the enforcement or protection of any Secured Party’s rights under this Guaranty or in respect of the Guaranteed Obligations, including any incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation, protection or enforcement of any rights of any Secured Party in any proceeding under any Debtor Relief Laws.  The obligations of each Guarantor under this paragraph shall survive the Full Payment of the Guaranteed Obligations and termination of this Guaranty.

11.11Miscellaneous.  Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations.  No failure by any Secured Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity.  The unenforceability or invalidity of any provision of this Guaranty

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shall not affect the enforceability or validity of any other provision herein.  Unless otherwise agreed by Administrative Agent and each Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by any Guarantor or any other guarantor for the benefit of the Secured Parties or any term or provision thereof.

11.12Condition of Obligors.  Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers and the other Obligors and any other guarantor such information concerning the financial condition, business and operations of the Obligors and any such other guarantor as each Guarantor requires, and that the Secured Parties have no duty, and each Guarantor is not relying on any Secured Party at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Obligors or any other guarantor (the guarantor waiving any duty on the part of any Secured Party to disclose such information and any defense relating to the failure to provide the same).

11.13Additional Guarantors.  Each Person that is required to become a party to this Guaranty pursuant to Section 10.1.12 shall become a Guarantor for all purposes of this Guaranty upon execution and delivery by such Person of a supplement in form reasonably satisfactory to Administrative Agent.

Section 12.

EVENTS OF DEFAULT; REMEDIES ON DEFAULT

12.1Events of Default.  Each of the following shall be an “Event of Default” if it occurs for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

(a)(i) Any Obligor fails to pay principal on any Loan when due (whether at stated maturity, on demand, upon acceleration or otherwise), or (ii) any Borrower fails to pay any interest, fee or any other Obligation, and such failure arising in clause (ii) continues unremedied for a period of 5 Business Days;

(b)Any representation, warranty or other written statement of an Obligor made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when (without duplication of any materiality qualifier contained therein) made or confirmed;

(c)(i) An Obligor breaches or fails to perform any covenant contained in Section 7.2, 7.4, 8.2.5, 8.2.5, 8.3, 8.7.2, 10.1.1, 10.1.2, 10.1.3, 10.1.4, 10.1.12, 10.1.14, 10.1.15, 10.1.17. 10.2 or 10.3, (ii) in the case of other than during a Borrowing Base Reporting Triggering Period, an Obligor breaches or fails to perform any covenant contained in Section 8.1 or 8.2.1 and such failure continues unremedied for a period of 3 consecutive Business Days or (iii) in the case of during a Borrowing Base Reporting Triggering Period, an Obligor breaches or fails to perform any covenant contained in Section 8.1 or 8.2.1 and such failure continues unremedied for a period of 1 Business Day;

(d)An Obligor breaches or fails to perform any other covenant contained in any Loan Documents (not specified in (a), (b) or (c) above), and such breach or failure is not cured within 30 days after a Senior Officer of such Obligor, as applicable, has knowledge thereof or receives notice thereof from Administrative Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by an Obligor;

(e) (i) Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; or any Obligor contests in any manner the validity or enforceability of any material provision of any Loan Document; or any Obligor denies that it has any or further liability or obligation under any material provision of any Loan Document, or purports to repudiate, revoke, terminate or rescind

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(or attempts to do any of the foregoing) any material provision of any Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any Lien purported to be created under any Security Document shall cease to be (other than pursuant to the terms thereof), or shall be asserted by any Obligor not to be, a valid and perfected Lien on any Collateral (other than an immaterial portion of the Collateral not of the type included in the Borrowing Base), with the priority required by the applicable Security Document;

(f)(i) Any Borrower or any Restricted Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Debt (other than Debt hereunder and Debt under Hedging Agreement) or Perpetual Preferred Equity Interest, in each case, after giving effect to the expiration of any applicable grace periods and having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) (or, in the case of Perpetual Preferred Equity Interests, having an aggregate outstanding amount) of more than $20,000,000, or (B) after the expiration of all grace periods relating thereto, fails to observe or perform any other agreement or condition relating to any such Material Debt or Perpetual Preferred Equity Interest contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Debt or the beneficiary or beneficiaries of such Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) or the holder or beneficiary of a Perpetual Preferred Equity Interest to cause, with or without the giving of notice, the passage of time, or both, such Debt or Perpetual Preferred Equity Interest, as applicable, to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt or Perpetual Preferred Equity Interest, as applicable, to be made, prior to its stated maturity, if any, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Hedging Agreement an “Early Termination Date” (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Company or any Restricted Subsidiary is the “Defaulting Party” (as defined in such Hedging Agreement) or (B) any “Termination Event” (as so defined) under such Hedging Agreement as to which the Company or any Restricted Subsidiary is an “Affected Party” (as so defined) and, in either event, the Hedging Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $20,000,000.

(g)There is entered against any Borrower or any Restricted Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $20,000,000 (to the extent not adequately covered by solvent independent third party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage) or (ii) one or more non-monetary judgements that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and in each case, (A) enforcement proceedings are commenced by any creditor upon such judgement or order, or (B) with respect to monetary judgments, there is a period of 30 consecutive days from the date of entry during which such judgment remains unpaid, unvacated, unbonded or a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;

(h)any  material portion of the Collateral of any Borrower or any other Obligor is taken or impaired through condemnation;

(i)An Insolvency Proceeding is commenced by any Borrower or any Restricted Subsidiary; any Borrower or any Restricted Subsidiary agrees to or commences any liquidation, dissolution or winding up of its affairs; any Borrower or any Restricted Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; any Borrower or any Restricted Subsidiary shall make a general assignment for the benefit of creditors; any Borrower or any Restricted Subsidiary makes an offer of settlement, extension or composition to its unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the

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business of any Borrower or any Restricted Subsidiary; any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged, undismissed or unstayed for 60 calendar days; or an Insolvency Proceeding is commenced against any Borrower or any Restricted Subsidiary and such Borrower or Restricted Subsidiary, as applicable, consents to institution of the proceeding, the petition commencing the proceeding is not timely contested by such Borrower or Restricted Subsidiary, as applicable, the petition is not dismissed within 30 days after filing, or an order for relief is entered in the proceeding;

(j)An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that, when taken together with all other ERISA Events that have occurred, has resulted or would reasonably be expected to result in liability of any Obligor or Restricted Subsidiary to a Pension Plan, Multiemployer Plan or PBGC which would be reasonably likely to result in a Material Adverse Effect; any Obligor or any ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan that would reasonably be expected to have a Material Adverse Effect; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan;

(k)A Change of Control occurs;

(l)Any Borrower or any Restricted Subsidiary purports to repudiate, revoke, terminate or rescind (or attempts to do any of the foregoing) any subordination agreement in favor of Administrative Agent; or any Borrower or any Restricted Subsidiary or third party (subject to the succeeding proviso) denies or contests the validity or enforceability of any subordination agreement in favor of Administrative Agent; provided that, with respect to any third party, this clause (l) shall apply only in respect of subordination agreements governing Collateral or delivered in connection with this Agreement in an amount exceeding $20,000,000 individually or in the aggregate; or

(m)Any Obligor is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any material portion of the Property of such Obligor.

12.2Remedies upon Default.  If an Event of Default described in Section 12.1(i) occurs with respect to any Obligor, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Administrative Agent or notice of any kind.  In addition, or if any other Event of Default exists, Administrative Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:

(a)declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers and the other Obligors to the fullest extent permitted by law;

(b)terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base;

(c)require Obligors to Cash Collateralize their LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and if any Obligors fail to deposit such Cash Collateral, Administrative Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and

(d)exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC.  Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Obligors to assemble

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Collateral, at Obligors expense, and make it available to Administrative Agent at a place designated by Administrative Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by an Obligor, Obligors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Administrative Agent, in its discretion, deems advisable.  Each Obligor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Administrative Agent shall be reasonable, and that any sale conducted on the internet or to a licensor of Intellectual Property shall be commercially reasonable.  Administrative Agent may conduct sales on any Obligors premises, without charge, and any sale may be adjourned from time to time in accordance with Applicable Law.  Administrative Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Administrative Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.

12.3License.  Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Obligors, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral.

12.4Setoff.  At any time during an Event of Default, Administrative Agent, Issuing Banks, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Administrative Agent, such Issuing Bank, such Lender or such Affiliate to or for the credit or the account of an Obligor against the Obligations, whether or not Administrative Agent, such Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Administrative Agent, such Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of Administrative Agent, each Issuing Bank, each Lender and each such Affiliate under this Section 12.4 are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

12.5Remedies Cumulative; No Waiver.

12.5.1Cumulative Rights.  All agreements, warranties, guaranties, indemnities and other undertakings of the Obligors under the Loan Documents are cumulative and not in derogation of each other.  The rights and remedies of Administrative Agent, any Issuing Bank, the Lenders and any other Secured Party under the Loan Documents are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity or otherwise.  All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

12.5.2Waivers.  No waiver or course of dealing shall be established by (a) the failure or delay of Administrative Agent or any Lender to require strict performance by any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Administrative Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein.  Any failure to satisfy a financial covenant or a covenant exception requiring a financial calculation on a

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measurement date, as the case may be, shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

Section 13.

ADMINISTRATIVE AGENT

13.1Appointment, Authority and Duties of Administrative Agent.

13.1.1Appointment and Authority.  Each Secured Party appoints and designates Bank of America as Administrative Agent under all Loan Documents.  Administrative Agent may, and each Secured Party authorizes Administrative Agent to, enter into all Loan Documents to which Administrative Agent is intended to be a party and accept all Security Documents.  Any action taken by Administrative Agent in accordance with the provisions of the Loan Documents, and the exercise by Administrative Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties.  Without limiting the generality of the foregoing, Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Secured Parties with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver, as Administrative Agent, each Loan Document, including the Collateral Rights Agreement and any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise.  Administrative Agent alone shall be authorized to determine eligibility and applicable advance rates under the Borrowing Base in accordance with the terms of this Agreement, whether to impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from liability to any Secured Party or other Person for any error in judgment.  In addition to the foregoing, each Secured Party hereby irrevocably authorizes Administrative Agent, at Administrative Agent’s option and reasonable discretion, to enter into, or amend, the Collateral Rights Agreement (or similar agreements with the same or similar purpose).  Any such Collateral Rights Agreement entered into by Administrative Agent on behalf of the Secured Parties shall be binding upon each Secured Party.  Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 14.3) and each other Secured Party hereby authorizes and directs Administrative Agent to enter into the Collateral Rights Agreement on behalf of such Secured Party and agrees that Administrative Agent may take such actions on its behalf as is contemplated by the terms of the Collateral Rights Agreement.  Administrative Agent shall notify the Secured Parties of the effectiveness of the Collateral Rights Agreement when executed and shall provide a copy of the executed Collateral Rights Agreement to the Secured Parties as and when effective.

13.1.2Duties.  The title of “Administrative Agent” is used solely as a matter of market custom and the duties of Administrative Agent are administrative in nature only.  Administrative Agent has no duties except those expressly set forth in the Loan Documents, and in no event does Administrative Agent have any agency, fiduciary or implied duty to or relationship with any Secured Party or other Person by reason of any Loan Document or related transaction.  The conferral upon Administrative Agent of any right shall not imply a duty to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.

13.1.3Agent Professionals.  Administrative Agent may perform its duties through agents and employees.  Administrative Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional.  Administrative Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

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13.1.4Instructions of Required Lenders.  The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joining any other party, unless required by Applicable Law.  In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Administrative Agent may presume that the condition is satisfactory to a Secured Party unless Administrative Agent has received notice to the contrary from such Secured Party before Administrative Agent takes the action.  Administrative Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with any Loan Documents or Collateral, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations against Claims that could be incurred by Administrative Agent.  Administrative Agent may refrain from any act until it has received such instructions or assurances, and shall not incur liability to any Person by reason of so refraining.  Instructions of Required Lenders shall be binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting pursuant to instructions of Required Lenders.  Notwithstanding the foregoing, instructions by and consent of specific parties shall be required to the extent provided in Section 15.1.1.  In no event shall Administrative Agent be required to take any action that it determines in its discretion is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to liability.

13.2Agreements Regarding Collateral and Borrower Materials.

13.2.1Lien Releases; Care of Collateral.  Secured Parties authorize Administrative Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is a Disposition permitted pursuant to Section 10.2.9 or a Permitted Lien entitled to priority over Administrative Agent’s Liens or another transaction requiring release of such Lien which is expressly permitted under the Loan Documents (and Administrative Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral that Borrower Agent certifies in writing as such (and Administrative Agent may rely conclusively on such certificate without further inquiry); (d) upon a Subsidiary becoming an Unrestricted Subsidiary in accordance with the terms of the Loan Documents; or (e) subject to Section 15.1.1, with the consent of Required Lenders.  Secured Parties authorize Administrative Agent to subordinate its Liens to any Lien permitted under Section 10.2.2(i) or other Lien entitled to priority hereunder.  Administrative Agent has no obligation to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected or insured, nor to assure that Administrative Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

13.2.2Possession of Collateral.  Administrative Agent and Secured Parties appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control.  If any Lender obtains possession or control of any Collateral, it shall notify Administrative Agent thereof and, promptly upon Administrative Agent’s request, deliver such Collateral to Administrative Agent or otherwise deal with it in accordance with Administrative Agent’s instructions.

13.2.3Reports.  Administrative Agent shall promptly provide to Lenders, when complete, any field examination, audit or appraisal report prepared for Administrative Agent with respect to any Obligor or Collateral (“Report”).  Reports and other Borrower Materials may be made available to Lenders by providing access to them on the Platform, but Administrative Agent shall not be responsible for system failures or access issues that may occur from time to time.  Each Lender agrees (a) that Reports are not intended to be comprehensive audits or examinations, and that Administrative Agent or any other Person performing an audit or examination will inspect only limited information and will rely significantly upon Borrowers’ books, records and representations; (b) that Administrative Agent makes no representation or warranty as to the accuracy or completeness of any Borrower Materials or any Report and shall not be liable for any information contained in or omitted from any Borrower Materials or any Report; and (c) to keep all

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Borrower Materials and Reports confidential and strictly for such Lender’s internal use, not to distribute any Report or Borrower Materials (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants), and to use all Borrower Materials and Reports solely for administration of the Obligations.  Each Lender shall indemnify and hold harmless Administrative Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Borrower Materials, as well as from any Claims arising as a direct or indirect result of Administrative Agent furnishing same to such Lender, via the Platform or otherwise.

13.3Reliance By Administrative Agent.  Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy, e-mail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person.  Administrative Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document in accordance with this Agreement, and shall not be liable for any reasonable delay in acting.

13.4Action Upon Default.  Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof.  If any Lender acquires knowledge of a Default, Event of Default or failure of any such conditions, it shall promptly notify Administrative Agent and the other Lenders thereof in writing.  Each Secured Party (other than Administrative Agent) agrees that, except as otherwise provided in any Loan Documents or with the written consent of Administrative Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured Bank Product Obligations) or assert any rights relating to any Collateral.

13.5Ratable Sharing.  If any Lender obtains any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its ratable share of such Obligation, such Lender shall forthwith purchase from Secured Parties participations in the affected Obligation as are necessary to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.5.2, as applicable.  If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.  Notwithstanding the foregoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereof to Administrative Agent for application under Section 4.2.2 and it shall provide a written statement to Administrative Agent describing the Obligation affected by such payment or reduction.  Notwithstanding anything to the contrary set forth in any Loan Document, no Lender shall set off against a Dominion Account without Administrative Agent’s prior consent.

13.6Indemnification.  EACH SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS, ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, WHETHER BROUGHT BY A THIRD PARTY OR BY A BORROWER OR ANY OTHER OBLIGOR OR AFFILIATE THEREOF, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR ADMINISTRATIVE AGENT (IN THE CAPACITY OF ADMINISTRATIVE AGENT).  In Administrative Agent’s Permitted Discretion, it may reserve for any Claims made against an Agent Indemnitee or an Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties.  If Administrative Agent is sued by any receiver, trustee or other Person for any alleged preference or fraudulent transfer, then any monies paid by Administrative Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Administrative Agent by each Secured Party to the extent of its Pro Rata share.

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13.7Limitation on Responsibilities of Administrative Agent.  Administrative Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Administrative Agent’s gross negligence or willful misconduct.  Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents.  Administrative Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents, Borrower Materials, Reports or Obligors.  No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor.  No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

13.8Successor Administrative Agent and Co-Agents.

13.8.1Resignation; Successor Administrative Agent.  Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers.  If Administrative Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Administrative Agent by written notice to Borrowers and Administrative Agent.  Required Lenders may appoint a successor to replace the resigning or removed Administrative Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Event of Default exists) Borrowers.  If no successor agent is appointed prior to the effective date of Administrative Agent’s resignation or removal, then Administrative Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall automatically on such date assume all rights and duties of Administrative Agent hereunder.  Upon acceptance by any successor Administrative Agent of its appointment hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent without further act.  On the effective date of its resignation or removal, the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it (i) while Administrative Agent and (ii) after such resignation or removal for as long as the retiring or removed Administrative Agent continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent, including the indemnification set forth in Sections 13.6 and 15.2, and all rights and protections under this Section 13.  Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Administrative Agent hereunder without further act on the part of any Secured Party or Obligor.

13.8.2Co-Agent.  If appropriate under Applicable Law, Administrative Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document.  Each right, remedy and protection intended to be available to Administrative Agent under the Loan Documents shall also be vested in such agent.  Secured Parties shall execute and deliver any instrument or agreement that Administrative Agent may request to effect such appointment.  If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Administrative Agent until appointment of a new agent.

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13.9Due Diligence and Non-Reliance.  Each Secured Party acknowledges and agrees that it has, independently and without reliance upon Administrative Agent or any other Secured Parties, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder.  Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors.  Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations.  Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents.  Except for notices, reports and other information expressly requested by a Lender, Administrative Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Administrative Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of Administrative Agent or its Affiliates.

13.10Remittance of Payments and Collections.

13.10.1Remittances Generally.  All payments by any Secured Party to Administrative Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds.  If no time for payment is specified or if payment is due on demand by Administrative Agent and request for payment is made by Administrative Agent by 1:00 p.m. on a Business Day, then payment shall be made by such Secured Party not later than 3:00 p.m. on such day, and if request is made after 1:00 p.m., payment shall be made by 11:00 a.m. on the next Business Day.  Payment by Administrative Agent to any Secured Party shall be made by wire transfer, in the type of funds received by Administrative Agent.  Any such payment shall be subject to Administrative Agent’s right of offset for any amounts due from such payee under the Loan Documents.

13.10.2Failure to Pay.  If any Secured Party fails to pay any amount when due by it to Administrative Agent pursuant to the terms hereof, such amount shall bear interest, from the due date until paid in full, at the greater of the Federal Funds Rate or the rate determined by Administrative Agent as customary for interbank compensation for 2 Business Days and thereafter at the Default Rate for Base Rate Loans.  In no event shall Obligors be entitled to credit for any interest paid by a Secured Party to Administrative Agent, nor shall a Defaulting Lender be entitled to interest on amounts held by Administrative Agent pursuant to Section 42.

13.10.3Recovery of Payments.  If Administrative Agent pays an amount to a Secured Party in the expectation that a related payment will be received by Administrative Agent from an Obligor and such related payment is not received, then Administrative Agent may recover such amount from the Secured Party.  If Administrative Agent determines that an amount received by it must be returned or paid to an Obligor or other Person pursuant to Applicable Law or otherwise, then Administrative Agent shall not be required to distribute such amount to any Secured Party.  If any amounts received and applied by Administrative Agent to Obligations held by a Secured Party are later required to be returned by Administrative Agent pursuant to Applicable Law, such Secured Party shall pay to Administrative Agent, on demand, its share of the amounts required to be returned.

13.11Individual Capacities.  As a Lender, Bank of America shall have the same rights, obligations and remedies under the Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders”, “Secured Party” or any similar term shall include Bank of America in its capacity as a Lender.  Administrative Agent, Issuing Bank, Lenders and their Affiliates may accept deposits from, lend money to, provide letters of credit or Bank Products to, act as financial or other advisor to, and generally engage in any kind of business with, Obligors and their Affiliates, as if they were not Administrative Agent,

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Issuing Bank or Lenders hereunder, without any duty to account therefor to any Secured Party.  In their individual capacities, Administrative Agent, Issuing Bank, Lenders and their Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and shall have no obligation to provide such information to any Secured Party.

13.12Titles.  Each Lender, other than Bank of America, that is designated in connection with this credit facility as an “Arranger,” “Bookrunner,” “Syndication Agent” or “Administrative Agent” of any kind shall have no right or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event have any fiduciary duty to any Secured Party.

13.13Bank Product Providers.  Each Secured Bank Product Provider, by delivery of a notice to Administrative Agent of a Bank Product, agrees to be bound by the Loan Documents, including Sections 5.5, 13, and 15.3.3.  Each Secured Bank Product Provider shall indemnify and hold harmless Agent Indemnitees, to the extent not reimbursed by Obligors, against all Claims that may be incurred by or asserted against any Agent Indemnitee in connection with such Secured Bank Product Provider’s Secured Bank Product Obligations.

13.14Collateral Agent.  Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, all determinations under this Agreement and the other Loan Documents related, directly or indirectly, to the Collateral, Borrowing Base eligibility standards or criteria, reserves or the implementation or adjustment of reserves, collateral information rights, access rights, appraisal rights, audit rights, cash management and cash dominion rights and control agreement rights (including, for the avoidance of doubt, any such determinations which are assigned to Administrative Agent pursuant to this Agreement and other Loan Documents) shall, be made by Administrative Agent in accordance with the terms of this Agreement and the other Loan Documents.  Any of the foregoing to the contrary notwithstanding, nothing contained in this Section 13.14 shall be deemed to expand the rights of Administrative Agent or any Lender with respect to Borrowing Base eligibility standards or advance rates applicable to the Borrowing Base or reserves.

13.15No Third Party Beneficiaries.  This Section 13 is an agreement solely among Secured Parties and Administrative Agent, and shall survive Full Payment of the Obligations.  Except as set forth in Section 13.8 with respect to the Borrowers, this Section 13 does not confer any rights or benefits upon Obligors or any other Person.  As between Obligors and Administrative Agent, any action that Administrative Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Secured Parties.

13.16Certain ERISA Matters.

  13.16.1       Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that at least one of the following is and will be true:

(a)such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(b)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),

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PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lenders entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(c)(i) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (iii) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (iv) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(d)such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Lender.

13.16.2

In addition, unless clause (a) in Section 13.16.1 is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in clause (d) in Section 13.16.1, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Obligor, that:

(a)none of Administrative Agent or the Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(b)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(c)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(d)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(e)no fee or other compensation is being paid directly to Administrative Agent or the Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

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13.16.3.   Administrative Agent and the Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Section 14.

BENEFIT OF AGREEMENT; ASSIGNMENTS

14.1Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of Borrowers, Administrative Agent, Issuing Bank, Lenders, Secured Parties, and their respective successors and assigns, except that (a) no Obligor shall have the right to assign its rights or delegate its obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section 14.3.  Administrative Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 14.3.  Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.

14.2Participations.

14.2.1Permitted Participants; Effect.  Subject to Section 14.3.3, any Lender may sell to a financial institution (“Participant”) a participating interest in the rights and obligations of such Lender under any Loan Documents.  Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents.  Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant.  Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9 and 5.8 (subject to the requirements and limitations therein, and the requirements under Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.3; provided that such Participant (A) agrees to be subject to the provisions of Section 3.8 and 14.4 as if it were an assignee under Section 14.3; and (B) shall not be entitled to receive any greater payment under Sections 3.7 and 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such Participant acquired the applicable participation.

14.2.2Voting Rights.  Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of a Loan Document other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the Commitment Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or

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Commitment, or releases any Borrower, all or substantially all of the value of the Guaranty or all or substantially all Collateral.

14.2.3Participant Register.  Each Lender that sells a participation shall, acting as a non-fiduciary agent of Borrowers (solely for tax purposes), maintain a register in which it enters the Participant’s name, address and interest in Commitments, Loans (including principal and stated interest) and LC Obligations.  Entries in the register shall be conclusive, absent manifest error, and such Lender shall treat each Person recorded in the register as the owner of the participation for all purposes, notwithstanding any notice to the contrary.  No Lender shall have an obligation to disclose any information in such register except to the extent necessary to establish that a Participant’s interest is in registered form under the Code.

14.2.4Benefit of Set-off.  Borrowers agree that each Participant shall have a right of set-off in respect of its participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it.  By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 13.5 as if such Participant were a Lender.

14.3Assignments.

14.3.1Permitted Assignments.  A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Administrative Agent in its reasonable discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $10,000,000 (unless otherwise agreed by Administrative Agent in its reasonable discretion); and (c) the parties to each such assignment shall execute and deliver an Assignment to Administrative Agent for acceptance and recording.  Nothing herein shall limit the right of a Lender to pledge or assign, without the consent of Borrower Agent or Administrative Agent, any rights under the Loan Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release the Lender from its obligations hereunder nor substitute the pledge or assignee for such Lender as a party hereto.

14.3.2Effect; Effective Date.  Upon delivery to Administrative Agent of a fully executed Assignment and a processing fee of $3,500 (unless otherwise agreed or waived by Administrative Agent in its sole discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 14.3.  From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder.  Upon consummation of an assignment, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new notes, if applicable.  The transferee Lender shall comply with Section 5.9 and deliver, upon request, an administrative questionnaire reasonably satisfactory to Administrative Agent.

14.3.3Certain Assignees.  No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or natural person.  Administrative Agent shall have no obligation to determine whether any assignment is permitted under the Loan Documents.  Assignment by a Defaulting Lender shall be effective only if there is concurrent satisfaction of all outstanding obligations of the Defaulting Lender under the Loan Documents in a manner reasonably satisfactory to Administrative Agent, including payment by the Eligible Assignee or Defaulting Lender to Administrative Agent of an aggregate amount sufficient upon distribution (through direct payment, purchases of participations or other methods acceptable to Administrative Agent) to satisfy all funding and payment liabilities of the Defaulting Lender.  If assignment by a Defaulting Lender occurs (by operation of law or otherwise) without compliance with

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the foregoing sentence, the assignee shall be deemed a Defaulting Lender for all purposes until compliance occurs.

14.3.4Register.  Administrative Agent, acting as a non-fiduciary agent of Borrowers (solely for tax purposes), shall maintain (a) a copy (or electronic equivalent) of each Assignment delivered to it, and (b) a register for recordation of the names, addresses and Commitments of, and the Loans, principal, interest and LC Obligations owing to, each Lender.  Entries in the register shall be conclusive, absent manifest error, and Borrowers, Administrative Agent and Lenders shall treat each Person recorded in such register as a Lender for all purposes under the Loan Documents, notwithstanding any notice to the contrary.  Administrative Agent may choose to show only one Borrower as the borrower in the register, without any effect on the liability of any Obligor with respect to the Obligations.  The register shall be available for inspection by Borrowers or any Lender, from time to time upon reasonable notice.

14.4Replacement of Certain Lenders.  If a Lender (a) was a Non-Consenting Lender, (b) is a Defaulting Lender, or (c) gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.8 (and has not designated a different Lending Office pursuant to Section 3.8), then Administrative Agent or Borrower Agent may, upon notice to such Lender, require it to assign its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment(s); provided, that in the case of any assignment pursuant to clause (c) above, such assignment will result in a reduction in such compensation or payments thereafter.  Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment if the Lender fails to execute it.  Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.

Section 15.

MISCELLANEOUS

15.1Consents, Amendments and Waivers.

15.1.1Amendment.  No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Administrative Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that

(a)without the prior written consent of Administrative Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Administrative Agent;

(b)without the prior written consent of each applicable Issuing Bank, no modification shall alter Section2.2 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of such Issuing Bank;

(c)without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase or extend the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); (iii) extend the Commitment Termination Date, the Termination Date, or any other time of payment or repayment required under the Loan Documents; or (iv) amend this clause (c);

(d)without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) waive the conditions precedent contained in Section 6.1; (ii) alter Section 5.5.2, 7.1 (except to add Collateral), 13.5 or 15.1.1; (iii) change any provision of this Section 15.1.1(d) or the definition of “Required Lenders”, or any other provision hereof specifying the number or percentages of Lenders required to amend, waive or otherwise modify any rights hereunder or any other Loan Document or make any determination or grant any consent hereunder; (iv) amend the definition of Borrowing Base

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(or any defined term used in such definition) if the effect of such amendment is to increase borrowing availability; (v) increase the advance rates in the Borrowing Base or modify this Agreement in any way that would have the effect of increasing the advance rates in the Borrowing Base, in each case, beyond such advance rates in effect on the Closing Date; (vi) release all or substantially all Collateral or all or substantially all of the value of the Guaranty; or (vii) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; and

(e)without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.2.

15.1.2Limitations.  The agreement of Borrowers or any other Obligors shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders, Administrative Agent and/or Issuing Bank as among themselves but the parties to such shall provide prompt notice thereof to the Borrowers.  Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Secured Bank Product Provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement.  Any waiver or consent granted by Administrative Agent, any Issuing Bank or any Lenders hereunder shall be effective only if in writing and only for the matter specified.  Notwithstanding anything to the contrary herein, Administrative Agent may, with the consent of Borrower Agent only, amend, modify or supplement this Agreement or any of the other Loan Documents (but with notice given by Administrative Agent to the Lenders and Issuing Banks promptly after the effectiveness thereof) to cure any ambiguity, or manifest omission, mistake, defect or inconsistency (as reasonably determined by Administrative Agent), or effect administrative changes (including, without limitation, those necessary to effect the purposes of Section 10.2.16(b)(ii) changes to Fiscal Quarter and Fiscal Year), so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or Issuing Bank.  

15.1.3Payment for Consents.  No Borrower will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

15.2Indemnity.  EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST (AND WILL REIMBURSE EACH INDEMNITEE AS THE SAME ARE INCURRED FOR) ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE REASONABLE AND DOCUMENTED OUT-OF-POCKET FEES, DISBURSEMENTS AND OTHER CHARGES OF ONE FIRM OF COUNSEL TO THE INDEMNITEES TAKEN AS A WHOLE AND ONE FIRM OF LOCAL COUNSEL TO THE INDEMNITEES TAKEN AS A WHOLE IN EACH APPROPRIATE JURISDICTION AND, IN THE CASE OF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST AS DETERMINED BY THE AFFECTED INDEMNITEE, ONE ADDITIONAL COUNSEL TO SUCH AFFECTED INDEMNITEE)) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR IN THE CASE OF ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND THE AGENT INDEMNITEES ONLY, THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANKS TO HONOR A

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DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO COMPANY OR ANY OF ITS SUBSIDIARIES OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY BORROWER OR ANY OTHER OBLIGOR, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF AN INDEMNITEE.  In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim to the extent that it (a) is determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee, as the case may be, or (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents or (b) arises out of or is in connection with any claim, litigation, loss or proceeding not involving an act or omission of any Obligor or any of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than against Administrative Agent, any Issuing Bank or the Arranger in their capacities as such).  This Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

15.3Notices and Communications.

15.3.1Notice Address.  Subject to Section 4.1.4, all notices and other communications by or to a party hereto shall be in writing and shall be given to any Borrower, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment), or at such other address as a party may hereafter specify by notice in accordance with this Section 15.3.  Each communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, 3 Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged.  Notwithstanding the foregoing, no notice to Administrative Agent pursuant to Sections 2.1.4, 2.2, 3.1.2 or 4.1.1shall be effective until actually received by the individual to whose attention at Administrative Agent such notice is required to be sent.  Any written communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party.  Any notice received by Borrower Agent shall be deemed received by all Borrowers.

15.3.2Communications.  Electronic communications (including e-mail, messaging and websites) may be used only in a manner reasonably acceptable to Administrative Agent and, unless otherwise agreed by Administrative Agent, only for routine communications, such as delivery of Borrower Materials, administrative matters, distribution of Loan Documents and matters permitted under Section 4.1.4 Secured Parties make no assurance as to the privacy or security of electronic communications.  E-mail and voice mail shall not be effective notices under the Loan Documents.

15.3.3Platform.  Borrower Materials and Reports shall be delivered pursuant to procedures approved by Administrative Agent, including electronic delivery (if possible) upon request by Administrative Agent to an electronic system maintained by Administrative Agent (“Platform”).  Borrowers shall notify Administrative Agent of each posting of Borrower Materials and Reports on the Platform and the materials shall be deemed received by Administrative Agent only upon its receipt of such notice.  Borrower Materials, Reports and other information relating to this credit facility may be made available to

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Secured Parties on the Platform.  The Platform is provided “as is” and “as available.”  Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials, Reports or any issues involving the Platform.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT WITH RESPECT TO BORROWER MATERIALS, REPORTS OR THE PLATFORM.  No Agent Indemnitee shall have any liability to Borrowers, other Obligors, Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform, including any unintended recipient, nor for delivery of Borrower Materials, Reports and other information via the Platform, internet, e-mail, or any other electronic platform or messaging system, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent Indemnitee.

15.3.4Public Information.  Obligors and Secured Parties acknowledge that “public” information may not be segregated from material non-public information on the Platform.  Secured Parties acknowledge that Borrower Materials and Reports may include Obligors’ material non-public information, and should not be made available to personnel who do not wish to receive such information or may be engaged in investment or other market-related activities with respect to an Obligor’s securities.

15.3.5Non-Conforming Communications.  Administrative Agent and Lenders may rely upon any communications purportedly given by or on behalf of any Borrower or other Obligor even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation.  Each Obligor shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of any Obligor.

15.4Performance of Borrowers’ Obligations.  Administrative Agent may, in its Permitted Discretion at any time and from time to time, at Borrowers’ expense, upon notice to Borrower Agent unless an Event of Default exists and is continuing, pay any amount or do any act required of any Obligor under any Loan Documents or otherwise lawfully requested by Administrative Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Administrative Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien.  All payments, reasonable and documented out-of-pocket costs and expenses (including Extraordinary Expenses) of Administrative Agent under this Section shall be reimbursed to Administrative Agent by Borrowers and other Obligors, upon written demand, with interest accruing from the date incurred until paid in full, at the Default Rate applicable to Base Rate Loans.  Any payment made or action taken by Administrative Agent under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

15.5Credit Inquiries.  Administrative Agent and Lenders may (but shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Obligor or Subsidiary.

15.6Severability.  Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law.  If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

15.7Cumulative Effect; Conflict of Terms.  The provisions of the Loan Documents are cumulative.  The parties acknowledge that the Loan Documents may use several limitations or

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measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided.  Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

15.8Counterparts; Execution.  Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement shall become effective as provided in Section 6.1.  Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.  Any signature, contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as manual or paper-based methods, to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

15.9Entire Agreement.  Time is of the essence with respect to all Loan Documents and Obligations.  The Loan Documents constitute the entire agreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter thereof.

15.10Relationship with Lenders.  The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender.  Amounts payable hereunder to each Lender shall be a separate and independent debt.  It shall not be necessary for Administrative Agent or any other Lender to be joined as an additional party in any proceeding for such purposes.  Nothing in this Agreement and no action of Administrative Agent, any Issuing Bank, Lenders any other Secured Party or any Affiliate thereof pursuant to the Loan Documents or otherwise shall be deemed to constitute Administrative Agent and any Secured Party to be a partnership, joint venture or similar arrangement, nor to constitute control of any Obligor.

15.11No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated by any Loan Document, Borrowers acknowledge and agree that (a)(i) this credit facility and any arranging or other services by Arranger, Administrative Agent, any Lender, any Issuing Bank or any of their Affiliates are arm’s-length commercial transactions between the Obligors and their Affiliates, on one hand, and Arranger, Administrative Agent, any Issuing Bank, any Lender or any of their Affiliates, on the other hand; (ii) the Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii) the Obligors are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of Arranger, Administrative Agent, Lenders, any Issuing Bank and their Affiliates and any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Obligors, their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Administrative Agent, any Issuing Bank, Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from those of Obligors and their Affiliates, and have no obligation to disclose any of such interests to Obligors or their Affiliates.  To the fullest extent permitted by Applicable Law, each Obligor hereby waives and releases any claims that it may have against Arranger, Administrative Agent, any Issuing Bank, Lenders and their Affiliates with respect to any breach of agency or fiduciary duty in connection with any transaction contemplated by a Loan Document.  Each Obligor hereby agrees that it will not claim that Arranger, Administrative Agent, any Issuing Bank, Lenders or their Affiliates has rendered advisory services of any nature or owes any agency or fiduciary or similar duty to it in connection with any transaction contemplated by a Loan Document.

15.12Confidentiality.  Each of Administrative Agent, Lenders and Issuing Banks shall maintain the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its

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Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided they are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates, provided Borrower Agent has been given reasonable notice thereof and been afforded an opportunity to limit or protest the disclosure (to the extent legally permitted and reasonably practicable and other than in connection with regulatory oversight); (c) to the extent required by Applicable Law or by any subpoena or other legal process, provided Borrower Agent has been given reasonable notice thereof and been afforded an opportunity to limit or protest the disclosure (to the extent legally permitted and reasonably practicable); (d) to any other party hereto; (e) in connection with any action or proceeding relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Transferee or any actual or prospective party (or its advisors) to any Bank Product or to any swap, derivative or other transaction under which payments are to be made by reference to an Obligor or Obligor’s obligations; (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Administrative Agent, any Lender, any Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Borrowers; (h) on a confidential basis to a provider of a Platform; or (i) with the consent of Borrower Agent.  Notwithstanding the foregoing, Administrative Agent and Lenders may publish or disseminate general information concerning this credit facility for league table, tombstone and advertising purposes, and may use Borrowers’ logos, trademarks or product photographs in advertising materials.  As used herein, “Information” means information received from an Obligor or Subsidiary relating to it or its business that is identified as confidential when delivered.  A Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises a degree of care similar to that accorded its own confidential information.  Each of Administrative Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information; (ii) it has developed compliance procedures regarding the use of such information; and (iii) it will handle the material non-public information in accordance with Applicable Law.

15.13GOVERNING LAW.  UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.

15.14Consent to Forum; Bail-In of Affected Financial Institutions.

15.14.1Forum.  EACH OBLIGOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT.  EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 15.3.1.  A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by Applicable Law.

15.14.2Other Jurisdictions.  Nothing herein shall limit the right of Administrative Agent, any Issuing Bank, any Lender or any Affiliate thereof to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law.  

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Nothing in this Agreement shall be deemed to preclude enforcement by Administrative Agent of any judgment or order obtained in any forum or jurisdiction.

15.14.3Acknowledgement and Consent to Bail-In of Affected Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an Affected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

15.15Waivers by Obligors.  To the fullest extent permitted by Applicable Law, each Obligor waives (a) the right to trial by jury (which Administrative Agent, each Issuing Bank and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Administrative Agent, any Issuing Bank or any Lender on which an Obligor may in any way be liable, and hereby ratifies anything Administrative Agent, any Issuing Bank or any Lender may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Administrative Agent, any Issuing Bank or any Lender to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against any party hereto on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto (which Administrative Agent, each Issuing Bank and each Lender hereby also waives); and (g) notice of acceptance hereof.  Each Obligor acknowledges that the foregoing waivers are a material inducement to Administrative Agent, Issuing Bank and Lenders entering into this Agreement and that they are relying upon the foregoing in their dealings with Obligors.  Each Obligor has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel.  In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

15.16Patriot Act Notice.  Administrative Agent, Issuing Banks and Lenders hereby notify the Obligors that pursuant to the Patriot Act, Administrative Agent, Issuing Banks and Lenders are required to obtain, verify and record information that identifies each Obligor, including its legal name, address, tax ID number and other information that will allow Administrative Agent, Issuing Banks and Lenders to identify it in accordance with the Patriot Act.  Administrative Agent, Issuing Banks and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Obligors’ management and owners, such as legal name, address, social security number and date of birth.  The Obligors shall, promptly upon request, provide all documentation and other information as Administrative Agent, any Issuing Bank or any Lender may request from time to time in order to comply with any

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obligations under any “know your customer,” anti-money laundering or other requirements of Applicable Law.

15.17NO ORAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

15.18Acknowledgement Regarding Any Supported QFCs.  To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.  

(b)As used in this Section 15.18, the following terms have the following meanings:

BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

 

Covered Entity” means any of the following:  (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

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QFC has the meaning assigned to the term qualified financial contract in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[Remainder of page intentionally left blank; signatures begin on following page]

 

 

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EXHIBIT B

 

[see attached]

 

 


 

SCHEDULE 1.1

to

Loan and Security Agreement

 

 

COMMITMENTS OF LENDERS

 

 

 

Lender

 

Commitment

 

Total Commitments

Bank of America, N.A.

$17,500,000

$17,500,000

JPMorgan Chase Bank, N.A.

$17,500,000

$17,500,000

 

 

$35,000,000

 

 


 

EXHIBIT C

 

[see attached]

 

 

Exhibit 10.2

SECOND LIEN COLLATERAL TRUST AGREEMENT

dated as of June 12, 2020

among

CSI COMPRESSCO LP, and

CSI COMPRESSCO FINANCE INC.,

THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO,

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee under the Closing Date Indenture,

THE OTHER JUNIOR LIEN REPRESENTATIVES
from time to time party hereto,

and

U.S. BANK NATIONAL ASSOCIATION,
as Collateral Trustee

 


 

Table of Contents

 

 

Page

SECTION 1.

Definitions; Principles of Construction

2

 

 

 

1.1

Defined Terms

2

1.2

Rules of Interpretation

9

 

 

 

SECTION 2.

The Collateral Trust and Liens

9

 

 

 

2.1

Declaration of Trust.

9

2.2

Collateral Shared Equally and Ratably within Class

10

2.3

No New Liens

11

 

 

 

SECTION 3.

Obligations and Powers of Collateral Trustee

11

 

 

 

3.1

Undertaking of the Collateral Trustee

11

3.2

Release and Subordination of Liens

12

3.3

Enforcement of Liens

12

3.4

Application of Proceeds

13

3.5

Powers of the Collateral Trustee

14

3.6

Documents and Communications

15

3.7

For Sole and Exclusive Benefit of Holders of Junior Lien Obligations

15

3.8

Junior Lien Debt

15

 

 

 

SECTION 4.

Release of Liens, Agreements, Etc.

18

 

 

 

4.1

Release of Liens on Collateral

18

4.2

Agreements of the Collateral Trustee and Junior Lien Representatives

19

 

 

 

SECTION 5.

Rights and Protections of the Collateral Trustee

20

 

 

 

5.1

No Implied Duty

20

5.2

Appointment of Agents and Advisors

20

5.3

Other Agreements

20

5.4

Solicitation of Instructions

21

5.5

Limitation of Liability

21

5.6

Documents in Satisfactory Form

21

5.7

Entitled to Rely

21

5.8

Triggering Event

22

5.9

Actions by Collateral Trustee

22

5.10

Security or Indemnity in favor of the Collateral Trustee

22

5.11

Conflicts; Bona Fide Disputes

22

5.12

Limitations on Duty of Collateral Trustee in Respect of Collateral

23

5.13

Assumption of Rights, Not Assumption of Duties

23

5.14

No Liability for Clean Up of Hazardous Materials

24

5.15

Request For Accounting

24

i

 


 

5.16

Limitation on Obligations

24

5.17

Perfection of Collateral

24

5.18

Entitled to Protections

25

5.19

Obligation to Act

25

 

 

 

SECTION 6.

Removal or Resignation of the Collateral Trustee

25

 

 

 

6.1

Removal or Resignation of Collateral Trustee

25

6.2

Appointment of Successor Collateral Trustee

25

6.3

Succession

26

6.4

Merger, Conversion or Consolidation of Collateral Trustee

26

 

 

 

SECTION 7.

Miscellaneous Provisions

27

 

 

 

7.1

Amendment

27

7.2

Voting

28

7.3

Successors and Assigns

29

7.4

Delay and Waiver

29

7.5

Notices

29

7.6

Notice Following Discharge of Junior Lien Obligations

30

7.7

Entire Agreement

31

7.8

Payment of Expenses and Taxes; Indemnification

31

7.9

Severability

32

7.10

Headings

32

7.11

Obligations Secured

32

7.12

Governing Law

32

7.13

Consent to Jurisdiction; Waivers

32

7.14

Waiver of Jury Trial

33

7.15

Counterparts

33

7.16

Effectiveness

33

7.17

Additional Grantors

33

7.18

Continuing Nature of this Agreement

33

7.19

Insolvency

33

7.20

Rights and Immunities of Junior Lien Representatives

34

 

EXHIBIT

Exhibit A — Form of Additional Secured Debt Designation

Exhibit B — Form of Collateral Trust Joinder — Additional Debt

Exhibit C — Form of Collateral Trust Joinder — Additional Grantor

Exhibit D — Form of Intercreditor Agreement

 

ii


 

This Second Lien COLLATERAL TRUST AGREEMENT (this “Agreement”), dated as of June 12, 2020, is by and among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO FINANCE INC., a Delaware corporation (“Finance Corp” and, together with the Company, the “Issuers”), the other Grantors (as defined below) from time to time party hereto, U.S. Bank National Association, as indenture trustee under the Closing Date Indenture (as defined below) (in such capacity and together with its permitted successors and assigns in such capacity, the “Indenture Trustee”), U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its permitted successors and assigns in such capacity, the Collateral Trustee”), and any Junior Lien Representative of a Series of Junior Lien Debt that executes and delivers a Collateral Trust Joinder.

RECITALS

WHEREAS, the Issuers have entered into an Indenture, dated as of June 12, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Closing Date Indenture”), among the Issuers, the Grantors from time to time party thereto, the Indenture Trustee and the Collateral Trustee, pursuant to which the Issuers have issued the notes thereunder;

WHEREAS, in connection with the execution and delivery of the Closing Date Indenture, (i) the Issuers are entering into that certain Second Lien Pledge and Security Agreement, dated as of the date hereof, among the Issuers, the other Grantors named therein and the Collateral Trustee (amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), (ii) certain Grantors will enter into certain deposit account control agreements on a post-closing basis and (iii) certain Grantors will enter into certain Mortgages (as defined below) on a post-closing basis, which Security Agreement, control agreements and Mortgages provide for the Junior Lien Obligations (as defined below) to be secured equally and ratably by the collateral described therein;

WHEREAS, the Issuers and the other Grantors have secured (or intend to secure) their Obligations under the Closing Date Indenture, any future Junior Lien Debt and any other Junior Lien Obligations, with Liens on all present and future Collateral to the extent that such Liens have been provided for in the applicable Security Documents; and

WHEREAS, this Agreement sets forth the terms on which each Secured Party (other than the Collateral Trustee) has appointed the Collateral Trustee to act as the collateral trustee for the present and future holders of the Junior Lien Obligations to receive, hold, maintain, administer and distribute the Collateral at any time delivered to the Collateral Trustee or the subject of the Security Documents, and to enforce the Security Documents and all interests, rights, powers and remedies of the Collateral Trustee with respect thereto or thereunder and the proceeds thereof.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1


 

Section 1.

Definitions; Principles of Construction

1.1Defined Terms. Capitalized terms used but not defined in this Agreement will have the meanings assigned to them in the Security Agreement (or, if not defined therein, shall have the meanings assigned to them in the Closing Date Indenture). The following terms will have the following meanings:

Act of Required Junior Lien Debtholders” means, as to any matter, a direction in writing delivered to the Collateral Trustee by or with the consent of the holders of Junior Lien Debt representing the Required Junior Lien Debtholders.

For purposes of this definition, (a) Junior Lien Debt actually known to be registered in the name of, or beneficially owned by, the Issuers or any Affiliate of the Issuers will be deemed not to be outstanding and neither the Issuers nor any Affiliate of the Issuers will be entitled to vote to direct the relevant Junior Lien Representative and (b) votes will be determined in accordance with Section 7.2. Upon the request of the Collateral Trustee, each Grantor shall, as applicable, promptly furnish to the Collateral Trustee one or more Officers’ Certificate(s) listing and identifying all Notes or other Junior Lien Debt, if any, known by the Issuers to be owned or held by or for the account of the Issuers or any Affiliate of the Issuers, and the Collateral Trustee shall be entitled to accept such Officers’ Certificate(s) as conclusive evidence of the facts therein set forth and of the fact that the holders of all Notes or other Junior Lien Debt not listed therein are entitled to vote in accordance with this Agreement for the purpose of any such determination.

Additional Junior Lien Debt” has the meaning set forth in Section 3.8(b).

Additional Secured Debt Designation” means an Officers’ Certificate in substantially the form of Exhibit A.

Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” shall have correlative meanings.

Agreement” has the meaning set forth in the preamble.

Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York, New York or another place of payment are authorized or required by law to close.

Class” means all Series of Junior Lien Debt, taken together.

2


 

Closing Date Indenture” has the meaning set forth in the recitals.

Collateral” means, in the case of any Series of Junior Lien Debt, all properties and assets of the Issuers and the other Grantors, now owned or hereafter acquired in which Liens have been granted to the Collateral Trustee to secure any Junior Lien Obligations in respect of such Series of Junior Lien Debt.

Collateral Rights Agreement” means a collateral rights agreement, by and among the ABL Collateral Agent, the Collateral Trustee and the Grantors party thereto from time to time, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Closing Date Indenture.

Collateral Trust Joinder” means (i) with respect to the provisions of this Agreement relating to any Additional Junior Lien Debt, an agreement substantially in the form of Exhibit B, and (ii) with respect to the provisions of this Agreement relating to the addition of additional Grantors, an agreement substantially in the form of Exhibit C.

Collateral Trustee” has the meaning set forth in the preamble.

Collateral Trustee Obligations” has the meaning set forth in the definition of “Junior Lien Debt”.

Company” has the meaning set forth in the preamble.

Declined Liens” has the meaning set forth in Section 2.2.

Discharge of Junior Lien Obligations” means the occurrence of all of the following:

(1)payment in full in cash of the principal of and interest and premium (if any) on all Junior Lien Debt; and

(2)payment in full in cash of all other Junior Lien Obligations that are outstanding and unpaid at the time the Junior Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such time);

provided that, if, at any time after the Discharge of Junior Lien Obligations has occurred, an Issuer or any other Grantor enters into any Junior Lien Document evidencing a Junior Lien Obligation which incurrence is not prohibited by the applicable Junior Lien Documents, then such Discharge of Junior Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Junior Lien Obligation (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Junior Lien Obligations), and, from and after the date on which the Company designates such Indebtedness as Junior Lien Obligations in accordance with this Agreement, the obligations under such Junior Lien Document shall automatically and without any further action be treated as Junior Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein.

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Equally and ratably” means, in reference to sharing of Liens granted to the Collateral Trustee for the benefit of the Secured Parties or proceeds thereof as between holders of Junior Lien Obligations, that such Liens or proceeds will be allocated and distributed to the applicable Junior Lien Representative for each outstanding Series of Junior Lien Debt for the account of the holders of such Series of Junior Lien Debt ratably in proportion to the Junior Lien Obligations under each outstanding Series of Junior Lien Debt when the allocation or distribution is made.

Existing Indenture Obligations” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities (including all interest, fees and expenses accruing after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the documentation with respect thereto, even if such interest, fees and expenses are not enforceable, allowable or allowed as a claim in such proceeding) and guarantees of payment of such obligations under any Notes Documents.  

Grantors” means the Issuers, each Subsidiary of the Company party to this Agreement, and each Subsidiary of the Company that has executed and delivered, or may from time to time hereafter execute and deliver, a Security Document as a “grantor” or “pledgor” (or the equivalent thereof).

Indebtedness” has the meaning assigned to such term in the Closing Date Indenture or to such term or other similar term in any applicable Junior Lien Document.

Indenture Trustee” has the meaning set forth in the preamble.

Insolvency or Liquidation Proceeding” means:

(1)any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

(2)any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of any Grantor’s assets;

(3)any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4)any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

Intercreditor Agreement” means an intercreditor agreement, among the Collateral Trustee, each Priority Lien Representative and the Company and the other parties from time to time party thereto, substantially in the form of Exhibit D hereto, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Closing Date Indenture.

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Junior Lien” means a Lien granted by the Issuers or any other Grantor in favor of the Collateral Trustee, at any time, upon any Property of such Issuer or such Grantor to secure the Junior Lien Obligations under the Junior Lien Documents.

Junior Lien Debt” means (a) the Notes issued on the Issue Date and any related Note Guarantees and (b) any Additional Notes and any other Indebtedness other than intercompany Indebtedness owing to the Company or any of its Subsidiaries) of an Issuer or any Guarantor (including any Permitted Refinancing Indebtedness in respect thereof to the extent permitted by the Intercreditor Agreement or the Closing Date Indenture) that is incurred under clauses (5), (6) or (16) of Section 4.09(b) of the Closing Date Indenture, is secured by a Junior Lien and is also permitted to be incurred and so secured under each applicable Junior Lien Document; provided, in the case of any additional Indebtedness referred to in this clause (b), that:

(1)such Indebtedness does not mature and does not have any mandatory or scheduled payments or sinking fund obligations prior to the maturity date of the Notes (except as a result of a customary change of control or asset sale repurchase offer provisions);

(2)on or before the date on which the first such Indebtedness is incurred by an Issuer or any Guarantor, the Issuers shall deliver to the Collateral Trustee, each Priority Lien Representative and Junior Lien Representative complete copies of each applicable Junior Lien Document (which shall provide that each secured party with respect to such Indebtedness shall be subject to and bound by the Intercreditor Agreement), along with an Officers’ Certificate certifying as to such Junior Lien Documents and identifying the obligations constituting Junior Lien Obligations;

(3)on or prior to the date of incurrence of such Indebtedness by the Company or any other Grantor, such Indebtedness is designated by the Company, in an Officers’ Certificate delivered to each Junior Lien Representative and the Collateral Trustee, as “Junior Lien Debt” for the purposes of the Junior Lien Documents, and such Officers’ Certificate also certifies that such Indebtedness is permitted and with respect to any other requirements set forth in the Intercreditor Agreement;

(4)a Junior Lien Representative is designated with respect to such Indebtedness and executes and delivers to the Collateral Trustee (i) an Additional Secured Debt Designation on behalf of itself and all holders of such Indebtedness and (ii) a Collateral Trust Joinder on behalf of itself and all holders of such Indebtedness;

(5)all requirements set forth in this Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Lien to secure such additional Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (b) will be conclusively established, absent manifest error, if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Junior Lien Debt”); and

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(6)such Indebtedness is pari passu in right of payment (it being understood that there may be different tranches of Junior Lien Debt with different maturities and amortization profiles, but the principal amount of Indebtedness under all such tranches must in all other respects be pari passu in right of payment) and does not have any senior or junior rights with respect to the application of proceeds from Collateral other than as provided in the Collateral Trust Agreement.

In addition to the foregoing, all obligations owing to the Collateral Trustee or Indenture Trustee in its capacity as such, whether pursuant to this Agreement or one or more of the Junior Lien Documents, shall in each case be deemed to constitute Junior Lien Debt (although there shall be no separate Series of Junior Lien Debt as a result thereof) and Junior Lien Obligations (with the obligations described in this sentence being herein called “Collateral Trustee Obligations”), which Collateral Trustee Obligations shall be entitled to the priority provided in clause FIRST of Section 3.4(a).

Junior Lien Debt Default” means, with respect to any Series of Junior Lien Debt, any event or condition which, under the terms of any Junior Lien Document governing such Series of Junior Lien Debt, causes, or permits holders of Junior Lien Debt outstanding thereunder to cause, the Junior Lien Debt outstanding thereunder to become immediately due and payable. For the avoidance of doubt, an “Event of Default” (as defined in the Closing Date Indenture) shall constitute a Junior Lien Debt Default with respect to the Series of Junior Lien Debt evidenced by the Notes.

Junior Lien Documents” means, collectively, the Notes Documents and each of the other agreements, documents and instruments providing for or evidencing any other Junior Lien Obligation, and any other document or instrument executed or delivered at any time in connection therewith, including any intercreditor or joinder agreement, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

Junior Lien Obligations” means any principal, termination payments, interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), penalties, fees, indemnifications, reimbursements, expenses, damages and other liabilities payable or that may become payable under the Junior Lien Documents, including, without limitation, all outstanding Existing Indenture Obligations, guaranty obligations with respect to Existing Indenture Obligations, and such obligations in respect of any other Series of Junior Lien Debt issued or outstanding after the date of this Agreement.

Junior Lien Representative” means (a) in the case of the Notes, the Indenture Trustee and (b) in the case of any other Series of Junior Lien Debt, the trustee, agent or representative of the holders of such Series of Junior Lien Debt or counterparty who maintains the transfer register for such Series of Junior Lien Debt, if applicable, and (A) is appointed as a Junior Lien Representative of such Series of Junior Lien Debt (for purposes related to the administration of the applicable Security Documents) pursuant to the indenture, credit agreement or other

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agreement governing such Series of Junior Lien Debt, together with its successors in such capacity and (B) that has executed and delivered an Additional Secured Debt Designation and a Collateral Trust Joinder in accordance herewith.

Issuers” has the meaning set forth in the preamble.

Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including (1) any conditional sale or other title retention agreement, (2) any lease in the nature thereof, (3) any option or other agreement to sell or give a security interest and (4) any filing, authorized by or on behalf of the relevant Grantor, of any financing statement under the UCC of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

Majority Holders” means, with respect to any Series of Junior Lien Debt, the holders of more than 50% of the Junior Lien Obligations (determined as provided in the definition of Required Junior Lien Debtholders) in respect thereof.

Mortgage” has the meaning set forth in the Closing Date Indenture.

Mortgaged Property” has the meaning specified in Section 3.8(d)(1)(A).

Non-controlling Secured Parties’ Standstill Period” has the meaning set forth in Section 3.3.

Notes” has the meaning set forth in the Closing Date Indenture.

Notes Documents” has the meaning set forth in the Closing Date Indenture.

Officers’ Certificate” has the meaning set forth in the Closing Date Indenture.

Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Indenture Trustee (who may be counsel to or an employee of the Company or any other Grantor) that meets the requirements of the Closing Date Indenture.

Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

Priority Lien Debt” has the meaning assigned to such term in the Closing Date Indenture.

Priority Lien Representative” has the meaning assigned to such term in the Closing Date Indenture.

Reaffirmation Agreement” means an agreement reaffirming the security interests granted to the Collateral Trustee in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement.

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Required Junior Lien Debtholdersmeans, at any time, the holders of more than 50% of the sum of (as determined by the Junior Lien Representatives):

(1)the aggregate outstanding principal amount of Junior Lien Debt (including outstanding letters of credit (unless fully cash collateralized in accordance with the terms of the relevant Junior Lien Documents, fully supported by a letter of credit satisfactory to the issuer of the letter of credit supported thereby or otherwise supported in a manner satisfactory to the respective issuer thereof) whether or not then available or drawn but excluding Hedging Obligations); and

(2)other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Junior Lien Obligations.

For purposes of this definition, votes will be determined in accordance with the provisions of Section 7.2.

Secured Parties” means the “Secured Parties”, as such term is defined in the Security Agreement and will include each holder of Junior Lien Obligations (and their applicable Junior Lien Representative) and, for the avoidance of doubt, will include the Collateral Trustee and the Indenture Trustee.

Security Agreement” has the meaning set forth in the recitals.

Security Documents” means this Agreement, the Security Agreement and all security agreements, pledge agreements, Mortgages, deeds of trust, collateral assignments, collateral agency agreements, debentures, control agreements or other grants or transfers for security executed and delivered by an Issuer or any other Grantor (including, without limitation, financing statements under the Uniform Commercial Code of the relevant state) creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee or notice of such pledge, grant or assignment is given, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of this Agreement.

Series of Junior Lien Debt” means, severally, (i) Indebtedness under the Closing Date Indenture and Notes and (ii) each separate issue of Indebtedness which constitutes Junior Lien Debt (with agreements between one or more of the same Grantors, on the one hand, and one or more of the same counterparties, on the other hand, constituting a single issue and a single Series of Junior Lien Debt, so long as such agreements represent confirmations or transactions under a single common agreement among such parties).

Title Datedown Product” has the meaning specified in Section 3.8(d)(1)(C).

Triggering Event” means a Junior Lien Debt Default under the Closing Date Indenture, any other Notes Documents, or any then effective Junior Lien Document or Security Documents; provided that a Triggering Event shall not be deemed to have occurred unless the principal amount or termination amount of any such Indebtedness with respect to which a Junior Lien Debt Default has occurred, together with the principal amount of any other Indebtedness under which there has been a Junior Lien Debt Default, aggregates $25,000,000 or more.

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Trust Estate” has the meaning set forth in Section 2.1(a).

UCC” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

1.2Rules of Interpretation. (a) All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

(b)Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

(c)The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d)References to “Articles”, “Sections,” “clauses,” “recitals” and the “preamble” will be to Articles, Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

(e)This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents.

Section 2.

The Collateral Trust and Liens

2.1Declaration of Trust.

(a)To secure the Junior Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, each Grantor hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future Secured Parties, all of such Grantor’s right, title and interest in, to and under all Collateral, now or hereafter granted to the Collateral Trustee under any Security Documents for the benefit of the Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all

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interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”).

(b)The Collateral Trustee and its permitted successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Junior Lien Obligations.

(c)Notwithstanding the foregoing, if at any time:

(1)all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1;

(2)the Collateral Trustee holds no other property in trust as part of the Trust Estate;

(3)the Discharge of Junior Lien Obligations has occurred;

(4)no monetary obligation (other than fees, reimbursement of expenses, indemnification and other contingent obligations for which no claim or demand for payment has been made at such time) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents; and

(5)the Company delivers to the Collateral Trustee an Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that the Grantors are not required by any Junior Lien Document to grant any Junior Lien upon any property,

then the trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 7.18 hereof), except that all provisions set forth in Section 7.8 that are enforceable by the Collateral Trustee will remain enforceable in accordance with their terms.

(d)The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein and in the Intercreditor Agreement, if any, the Collateral Rights Agreement, if any, and the other Notes Documents.

2.2Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that except as expressly set forth in Section 3.4, the payment and satisfaction in full of all of the Junior Lien Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties belonging to such Class; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Junior Lien Debt if the Junior Lien Documents in respect thereof prohibit the applicable Junior Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property (“Declined Liens”).

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2.3No New Liens. (a) So long as the Discharge of Junior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Issuers or any other Grantor, the parties hereto agree that, other than to the extent of any Declined Liens, the Issuers shall not, and shall not permit any other Grantor to grant or permit any Liens on any asset or property to secure any Junior Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure all Junior Lien Obligations.

(b)If, notwithstanding the provisions of Section 2.3(a) above, any Secured Party acquires any Liens over any asset or property of the Issuers or any other Grantor that is not part of the Collateral to secure any Junior Lien Obligations, except to the extent of any Declined Liens, such Secured Party will forthwith assign such Liens to the Collateral Trustee, or be deemed to hold such Liens, for the account of all of the Secured Parties.

(c)Nothing in this Section 2.3 shall limit the ability of the Issuers or any Grantor to incur new Junior Lien Debt.

Section 3.

Obligations and Powers of Collateral Trustee

3.1Undertaking of the Collateral Trustee. (a) Subject to, and in accordance with, this Agreement and the other Security Documents, U.S. Bank National Association (including its permitted successors and assigns), is authorized, as Collateral Trustee, for the benefit solely and exclusively of the present and future Secured Parties to:

(1)accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;

(2)take all lawful and commercially reasonable actions permitted or required hereunder and under the Security Documents to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies;

(3)deliver and receive notices pursuant to this Agreement and the other Security Documents;

(4)following the occurrence of a Junior Lien Debt Default, sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies;

(5)remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the

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Collateral under the Security Documents or any of its other interests, rights, powers or remedies;

(6)execute and deliver amendments to the Security Documents as from time to time authorized pursuant to Section 7.1 and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or Section 7.17 hereof;

(7)release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 4.1; and

(8)enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreement, if any.

(b)Each party to this Agreement acknowledges and consents to the authorization of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee.

(c)Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Junior Lien Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed to in accordance with Section 3.3 below and any other applicable provisions of this Agreement, the other Security Documents or the Closing Date Indenture.

3.2Release and Subordination of Liens. Subject to compliance with Section 4 below and any other applicable terms of this Agreement, the Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except:

(a)as directed by an Act of Required Junior Lien Debtholders;

(b)as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction;

(c)in connection with any foreclosure or exercise of rights and remedies pursuant to Section 3.3; or

(d)

as required by the Intercreditor Agreement.

3.3Enforcement of Liens. Subject to the provisions of the Intercreditor Agreement, if the Collateral Trustee at any time receives written notice that any Triggering Event has occurred entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens hereunder or under any other Security Document, the Collateral Trustee will promptly deliver written notice thereof to each Junior Lien Representative. Thereafter, subject to the provisions of the Intercreditor Agreement, the Collateral Trustee may await written direction by an Act of

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Required Junior Lien Debtholders and, will act, or decline to act, as directed by an Act of Required Junior Lien Debtholders, subject to its receipt of indemnity or security reasonably satisfactory to it, in the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the Junior Lien Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Trustee, subject to its receipt of indemnity or security reasonably satisfactory to it, will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Junior Lien Debtholders. Notwithstanding anything to the contrary contained in this Agreement, subject to the provisions of the Intercreditor Agreement, at any time while a payment default has occurred and is continuing with respect to any Series of Junior Lien Debt following the final maturity thereof, the acceleration by the holders of such Series of Junior Lien Debt of the maturity of all then outstanding Junior Lien Obligations in respect thereof, and after the passage of a period of 210 days (the “Non-controlling Secured Parties’ Standstill Period”) from the date of delivery of a notice of same (and requesting that enforcement action be taken with respect to the Collateral) to the Collateral Trustee and each other Junior Lien Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Collateral Trustee shall, subject to its receipt of indemnity or security satisfactory to it, as directed by the Majority Holders in respect of such Series of Junior Lien Debt, take enforcement action with respect to the Collateral and exercise their rights and remedies in respect of Collateral under the respective Security Documents; provided, however, that, no holder of such Series of Junior Lien Debt shall be permitted to direct the Collateral Trustee to exercise or continue to exercise any such rights or remedies if, notwithstanding the expiration of the Non-controlling Secured Parties’ Standstill Period, (i) the Collateral Trustee (whether or not directed by the Act of Required Junior Lien Debtholders or Majority Holders in respect of a Series of Junior Lien Debt) or the Required Junior Lien Debtholders shall have commenced and be diligently pursuing the exercise of rights and remedies with respect to any of the Collateral (prompt notice of such exercise to be given to the Junior Lien Representative of the holders of the relevant Series of Junior Lien Debt), (ii) an Insolvency or Liquidation Proceeding in respect of the respective Grantor shall have been commenced and be continuing or (iii) the Collateral Trustee is stayed from exercising such rights and remedies pursuant to the Intercreditor Agreement. Each of the Secured Parties (by its acceptance of the benefits hereof) hereby acknowledges and agrees that the Collateral Trustee’s ability to take certain actions under this Section 3.3 is subject to the express limitations set forth in the Collateral Rights Agreement, if any.

3.4Application of Proceeds.

(a)With respect to Collateral, subject to the terms of the Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including proceeds of any title insurance policy required under any Junior Lien Document, received in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee in the Security Documents, in the following order of application:

FIRST, to the payment of all amounts payable under this Agreement or the Closing Date Indenture, on account of documented fees, costs and expenses incurred by the Collateral

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Trustee (including all reasonable and documented costs, fees and expenses of its agents and legal counsel);

SECOND, to the repayment of Indebtedness and other obligations (other than Priority Lien Obligations and Junior Lien Obligations) secured by a Permitted Lien on the Collateral sold or realized upon, to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization;

THIRD, to each Junior Lien Representative for each Series of Junior Lien Debt for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are then due and payable in such order as may be provided in the applicable Junior Lien Documents in an amount sufficient to pay in full and discharge all outstanding Junior Lien Obligations that are then due and payable, ratably in accordance with the aggregate outstanding principal amount of Junior Lien Obligations held by holders of such Series of Junior Lien Debt; provided that, if any holder of any Series of Junior Lien Debt secured by separate collateral receives, or is able to apply, any proceeds from such separate collateral, the amount of Junior Lien Obligations with respect to such Series of Junior Lien Debt included in the foregoing shall be reduced by the amount of such proceeds from such separate collateral; and

FOURTH, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

For purposes of this Section 3.4(a), “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Junior Lien Obligations).

(b)This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Junior Lien Obligations, each present and future Junior Lien Representative and the Collateral Trustee. The Junior Lien Representative of each future issuance of Additional Notes and each future Series of Junior Lien Debt will be required to deliver a Collateral Trust Joinder including an Additional Secured Debt Designation as provided in Section 3.8 at the time of incurrence of such Series of Junior Lien Debt.

(c)In connection with the application of proceeds pursuant to this Section 3.4, except as otherwise directed by an Act of Required Junior Lien Debtholders, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

3.5Powers of the Collateral Trustee.

(a)The Collateral Trustee is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as expressly set forth in this Section 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Junior Lien Debtholders.

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(b)No Junior Lien Representative or holder of Junior Lien Obligations will have any liability whatsoever for any act or omission of the Collateral Trustee.

3.6Documents and Communications. The Collateral Trustee will permit each Junior Lien Representative upon reasonable written notice from time to time, but not more than once a year, to inspect and copy, at the cost and expense of the party requesting such copies, any and all Security Documents and other documents, notices, certificates, instructions or communications received by the Collateral Trustee in its capacity as such.

3.7For Sole and Exclusive Benefit of Holders of Junior Lien Obligations. The Collateral Trustee will accept, hold and enforce all Liens on the Collateral at any time granted, transferred or delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Collateral Trustee and all other property constituting Collateral solely and exclusively for the benefit of the present and future Secured Parties, and will distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4.

3.8Junior Lien Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any Junior Lien Obligations constituting Additional Notes or a Series of Junior Lien Debt that is issued or incurred after the date hereof provided that:

(1)such Junior Lien Obligations are identified as Junior Lien Debt in accordance with the procedures set forth in Section 3.8(b); and

(2)unless such debt is issued under an existing Junior Lien Document for any Series of Junior Lien Debt whose Junior Lien Representative is already party to this Agreement, the designated Junior Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee.

(b)The Issuers will be permitted to designate as an additional holder of Junior Lien Debt hereunder each Person who is, or who becomes, the registered holder of Junior Lien Debt incurred by the Issuers or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Junior Lien Documents. The Issuers may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that:

(1)states that the Company or applicable Grantor intends to incur additional Junior Lien Debt (“Additional Junior Lien Debt”) that is permitted by each applicable Junior Lien Document to be incurred and to be secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt;

(2)specifies the name, address and contact information of the Junior Lien Representative for such series of Additional Junior Lien Debt for purposes of Section 7.5;

(3)attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1

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to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by the Company and the other Grantors; and

(4)states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Junior Lien Representative.

Although the Issuers shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Junior Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then-existing Junior Lien Representative shall not affect the status of such debt as Additional Junior Lien Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Junior Lien Representatives shall receive a legal opinion or opinions of counsel (subject to customary assumptions and qualifications) from the Issuers as to the Additional Junior Lien Debt being permitted by the terms of the Junior Lien Documents and secured by a valid and perfected security interest in the Collateral; provided that (A) such legal opinion or opinions need not address any collateral of a type not previously covered by any legal opinion delivered by or on behalf of the Issuers and (B) nothing shall preclude such legal opinion or opinions from being delivered on a post-closing basis after the incurrence of such Additional Junior Lien Debt if permitted by the Junior Lien Representative for such Additional Junior Lien Debt. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Issuers or any other Grantor to incur additional Indebtedness (including Additional Notes) unless otherwise permitted by the terms of all applicable Junior Lien Documents.  Liens upon the Collateral to secure Additional Junior Lien Debt shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Junior Lien Obligations as then in effect; provided that, to the extent required by applicable law or as otherwise may be elected by the Company, such Liens upon the Collateral to secure Additional Junior Lien Debt and other Junior Lien Obligations may be created pursuant to a separate set of Security Documents, in favor of the Collateral Trustee, which shall be in all material respects the same form as the Security Documents creating the Liens upon the Collateral to secure the other Junior Lien Obligations as then in effect. Additional Junior Lien Debt shall not be secured by Liens upon any Collateral unless the other Junior Lien Obligations are also secured by Liens on such Collateral. Additional Junior Lien Debt shall be guaranteed by all of the applicable Guarantors (as defined in the Closing Date Indenture) and shall not be guaranteed by any Person that is not a Guarantor.

(c)With respect to any Junior Lien Obligations constituting Additional Notes or other Additional Junior Lien Debt that is issued or incurred after the date hereof, the Issuers and each of the Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee or any Junior Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Notes or the Additional Junior Lien Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Junior Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical

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amendments, modifications and/or supplements (and additional Security Documents). Each of the Issuers and the other Grantors hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Issuers and the respective Grantors, on a joint and several basis.

(d)Without limitation of the foregoing, the Issuers and each of the other Grantors agrees to take the following actions with respect to all Additional Junior Lien Debt.

(1)with respect to any real property Collateral:

(A)The applicable Grantor shall enter into and deliver to the Collateral Trustee and the Junior Lien Representative for such Additional Junior Lien Debt, a mortgage modification or new Mortgage with regard to each Material Real Property (as such term is defined in the Closing Date Indenture) that is required to be subject to a Mortgage (each a “Mortgaged Property”) under any Junior Lien Document and is not otherwise an Excluded Property (as such term is defined in the Closing Date Indenture) and is at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Trustee and such Junior Lien Representative;

(B)If required under any Junior Lien Documents, the applicable Grantor will cause to be delivered a local and other counsel opinions (subject to customary assumptions and qualifications) with respect to each such Mortgaged Property entered into pursuant to clause (A) above in form and substance, and issued by law firm(s), in each case, reasonably satisfactory to the Collateral Trustee; provided that nothing shall preclude such legal opinion or opinions from being delivered on a post-closing basis after the incurrence of such Additional Junior Lien Debt if permitted by the Junior Lien Representative for such Additional Junior Lien Debt;

(C)The applicable Grantor will cause a title company to have delivered to the Collateral Trustee an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties or date down(s) (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable Mortgage(s) as security for the Junior Lien Obligations has not changed and if a new Mortgage is entered into, that the Lien of such new Mortgage securing the Junior Lien Debt then being incurred shall have the same priority as any existing Mortgage securing then existing Junior Lien Obligations, (ii) since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such Additional Junior Lien Debt, there has been no material adverse change in the condition of title and (iii) there are no intervening Liens which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Liens permitted by each Junior Lien Document; and

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(D)The applicable Grantor will deliver to the approved title company and the Collateral Trustee all other items reasonably necessary or requested by the Collateral Trustee to maintain the continuing first priority (subject to Permitted Liens (as defined in the Closing Date Indenture)) of (i) the Lien of the Mortgages as security for the Junior Lien Obligations and (ii) any other Mortgages which secure Junior Lien Debt.

(2)with respect to any personal property Collateral:

(A)The Issuers and the Grantors shall enter into, and deliver to the Collateral Trustee either (x) amendments to this Agreement and the Security Documents that permit the obligations with respect to such Junior Lien Debt to be secured pari passu with the then existing Junior Lien Obligations or (y) additional security and collateral documents which are substantially similar to the Security Documents, in each case, in a form reasonably satisfactory to the Collateral Trustee and each Junior Lien Representative;

(B)If required under the applicable Junior Lien Documents, applicable Grantor will cause to be delivered opinions of local and other counsel (subject to customary assumptions and qualifications) with respect to such personal property Collateral, in form and substance, and issued by law firm(s), in each case, reasonably satisfactory to the Collateral Trustee; provided that nothing shall preclude such legal opinion or opinions from being delivered on a post-closing basis after the incurrence of such Additional Junior Lien Debt if permitted by the Junior Lien Representative for such Additional Junior Lien Debt;

(C)The applicable Grantor will take all actions reasonably necessary or requested by the Collateral Trustee to maintain the continuing first priority (subject to Permitted Liens) of the Liens securing the Junior Lien Obligations such that all Liens securing Additional Junior Lien Debt shall have the same priority as any existing Liens securing the Junior Lien Obligations prior to the incurrence of such Additional Junior Lien Debt and the Junior of the Liens security the Junior Lien Obligations shall not be affected by the incurrence of the Additional Junior Lien Debt.

Section 4.

Release of Liens, Agreements, Etc.

4.1Release of Liens on Collateral. (a) The Collateral Trustee’s Liens upon the Collateral will be released and terminated:

(1)in whole, automatically, upon the Discharge of Junior Lien Obligations, with notice to the Collateral Trustee, however failure to deliver such notice shall not affect such release;

(2)upon the written request of the Issuers and the applicable Grantor to the Collateral Trustee, as to any Capital Stock and Collateral of a Grantor (other than

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the Issuers) that (x) is released as a Grantor under each Junior Lien Document and (y) is not obligated (as primary obligor, guarantor or pledgor) with respect to any other Junior Lien Obligations at such time and so long as the respective release does not violate the terms of any Notes Document which then remains in effect;

(3)as to any Collateral that is released, sold, transferred or otherwise disposed of by the Issuers or any other Grantor to a Person that is not (either before or after such release, sale, transfer or disposition) the Company or a Restricted Subsidiary (as defined in the Closing Date Indenture) thereof in a transaction or other circumstance that complies with the terms of the Closing Date Indenture (for so long as the Closing Date Indenture is in effect) and is not prohibited by any of the other Junior Lien Documents, at the time of such release, sale, transfer or other disposition and to the extent of the interest released, sold, transferred or otherwise disposed of;

(4)as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (1), (2) or (3) above) at any time prior to the Discharge of Junior Lien Obligations if written consent to the release of all Liens on such Collateral has been given by an Act of Required Junior Lien Debtholders; and

(5)as to a release of all or substantially all of the Collateral, if consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Junior Lien Debt at the time outstanding as provided for in the applicable Junior Lien Documents.

(b)Each of the subordinations and releases described in Section 4.1(a)(1) through (3) shall be effected by the Collateral Trustee without the consent of the holders or any action on the part of the Indenture Trustee. To the extent required by the Closing Date Indenture for the release of properties that constitute Collateral pursuant to Section 4.1(a)(3) above, the Issuers will furnish to the Indenture Trustee and the Collateral Trustee, prior to each such proposed release of such Collateral, an Officers’ Certificate to the effect that such transaction and the disposition of the proceeds thereof will comply with the terms of the Closing Date Indenture, the applicable security agreements and the other applicable Junior Lien Documents, as the case may be.

(c)Upon compliance by either of the Issuers or any other Grantor, as the case may be, with the conditions precedent set forth in this Section 4.1, the Indenture Trustee or the Collateral Trustee shall promptly cause to be released and reconveyed to the Issuers or such Grantor, as the case may be, the released Collateral.

4.2Agreements of the Collateral Trustee and Junior Lien Representatives. (a) In connection with any release of the Collateral Trustee’s Lien on the Collateral pursuant to Section 4.1, the Collateral Trustee shall (subject to compliance with Section 4.1(b)) execute and deliver and provide to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request, prepare and provide to evidence such release. Any execution and delivery of documents pursuant to this Section 4.2 shall be without recourse to or warranty by the Collateral Trustee.

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(b)The Collateral Trustee hereby agrees that:

(1)in the case of any release pursuant to Section 4.1(a)(3), if the terms of any such release, sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the Issuers or other applicable Grantor, the Collateral Trustee will deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and

(2)within two Business Days of the receipt by it of any Act of Required Junior Lien Debtholders pursuant to Section 4.1(a)(4), the Collateral Trustee will deliver a copy of such Act of Required Junior Lien Debtholders to each Junior Lien Representative.

(c)Each Junior Lien Representative hereby agrees that within one Business Day after the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.2(b)(2), such Junior Lien Representative will deliver a copy of such notice to each registered holder of the Series of Junior Lien Debt for which it acts as Junior Lien Representative.

Section 5.

Rights and Protections of the Collateral Trustee

5.1No Implied Duty. Notwithstanding anything to the contrary contained herein, the Collateral Trustee will not have any fiduciary duties nor will it have any implied responsibilities, covenants or obligations and shall only be required to perform such obligations as are expressly stated in the Closing Date Indenture, this Agreement and the other Security Documents to which it is a party. The Collateral Trustee will not be required to take any action that is contrary to applicable law or any provision of the Closing Date Indenture, this Agreement or the other Security Documents.

5.2Appointment of Agents and Advisors. The Collateral Trustee may execute any of its rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers, attorneys-in-fact or other experts or advisors selected by it with due care and in good faith and shall not be liable for the gross negligence or willful misconduct of such agents.

5.3Other Agreements. The Collateral Trustee has accepted and is bound by the Security Documents executed by the Collateral Trustee as of the date of this Agreement and, as directed by an Act of Required Junior Lien Debtholders, the Collateral Trustee shall execute additional Security Documents delivered to it after the date of this Agreement; provided, however, that if such additional Security Documents adversely affect the rights, privileges, benefits and immunities of the Collateral Trustee, the Collateral Trustee shall not be required to execute such Security Documents. The Collateral Trustee will not otherwise be bound by, or be held obligated by, the provisions of any credit agreement, indenture, hedge agreement or other agreement governing Junior Lien Debt (other than this Agreement, the Closing Date Indenture and the other Security Documents to which it is a party).

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5.4Solicitation of Instructions. (a) The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of an Act of Required Junior Lien Debtholders, an Officers’ Certificate or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Security Documents, and the Collateral Trustee may await receipt of the respective confirmatory instructions before taking (or refraining from taking) the respective such action and shall incur no liability for any inaction while awaiting receipt of such confirmatory instructions. It is expressly understood and acknowledged that the Collateral Trustee shall have no duty to act, consent or request any action of the Issuers, the other Grantors or any other Person in connection with this Agreement unless the Collateral Trustee shall have received written direction from an Act of Required Junior Lien Debtholders.

(b)No written direction given to the Collateral Trustee by an Act of Required Junior Lien Debtholders that in the sole judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction.

5.5Limitation of Liability. The Collateral Trustee will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document, except for its own gross negligence, bad faith or willful misconduct, in each case as determined by a final, non-appealable order by a court of competent jurisdiction. In no event shall the Collateral Trustee or any officer, director, employee, representative or agent of the Collateral Trustee be liable under or in connection with this Agreement or any of the Security Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if the Collateral Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

5.6Documents in Satisfactory Form. The Collateral Trustee will be entitled to require that all agreements, certificates, opinions, instruments and other documents at any time submitted to it, including those expressly provided for in this Agreement, be delivered to it in a form and with substantive provisions reasonably satisfactory to it.

5.7Entitled to Rely. The Collateral Trustee may seek and rely upon, and shall be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion or statement of legal counsel, independent consultants and other experts selected by it in good faith and upon any certification, instruction, notice or other writing delivered to it by the Issuers or any other Grantor in compliance with the provisions of this Agreement or delivered to it by any Junior Lien Representative as to the holders of Junior Lien Obligations for whom it acts, without being required to determine the authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Trustee may act in reliance upon any instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof or the other Security Documents has been duly authorized to do so. To the extent an

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Officers’ Certificate or Opinion of Counsel is required or permitted under this Agreement to be delivered to the Collateral Trustee in respect of any matter, the Collateral Trustee may rely conclusively on an Officers’ Certificate or Opinion of Counsel as to such matter and such Officers’ Certificate or Opinion of Counsel shall be full warranty and protection to the Collateral Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Security Documents.

5.8Triggering Event. The Collateral Trustee will not be required to inquire as to the occurrence or absence of any Triggering Event and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Triggering Event unless and until it is directed by an Act of Required Junior Lien Debtholders pursuant to the requirements of this Agreement. The Collateral Trustee shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default, event of default or Triggering Event unless and until the Collateral Trustee has received written notice from the Issuers, any Junior Lien Representative or any Secured Party stating that a default, event of default or Triggering Event has occurred with respect to the Junior Lien Obligations.

5.9Actions by Collateral Trustee. As to any matter not expressly provided for by this Agreement or the other Security Documents, the Collateral Trustee will act or refrain from acting as directed by an Act of Required Junior Lien Debtholders and will be fully protected if it does so, and any action taken, suffered or omitted pursuant to hereto or thereto shall be binding on all holders of Junior Lien Obligations.

5.10Security or Indemnity in favor of the Collateral Trustee. The Collateral Trustee will not be required to advance, expend or risk any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights if it shall have reasonable grounds to believe that repayment of such funds or security or indemnity reasonably satisfactory to it against any and all liability or expense which may be incurred by it by reason of taking or continuing to take such action is not reasonably assured to it.

5.11Conflicts; Bona Fide Disputes. In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Trustee and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Trustee is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Trustee is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction, provided that the parties hereto acknowledge that the terms of this Agreement are not intended to negate any specific rights of the Issuers or the other Grantors in any Junior Lien Document.

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5.12Limitations on Duty of Collateral Trustee in Respect of Collateral. (a) The Collateral Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Trustee deals with similar property for the account of other third parties. The Collateral Trustee shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Trustee accords similar property held for the benefit of third parties. Neither the Collateral Trustee, any other Junior Lien Representative nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Trustee and the other Junior Lien Representatives hereunder are solely to protect the Collateral Trustee’s and the other Junior Lien Representatives’ interests in the Collateral and shall not impose any duty upon the Collateral Trustee or any other Junior Lien Representative to exercise any such powers. The Collateral Trustee and the other Junior Lien Representatives shall be accountable only for amounts that they actually receive and that remain under their possession or control following distribution in accordance with this Agreement as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (in each case as determined by a final, non-appealable order by a court of competent jurisdiction).

(b)The Collateral Trustee will not be responsible (i) for the existence, genuineness or value of any of the Collateral, (ii) except as set forth in Section 5.12(a), for the validity, perfection, maintenance, priority or enforceability of the Liens in any of the Collateral, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) for the validity of the title of any Grantor to the Collateral, (v) for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or (vi) except as set forth in Section 5.12(a), otherwise as to the maintenance of the Collateral. The Collateral Trustee hereby disclaims any representation or warranty to the present and future Secured Parties concerning the perfection of the Liens granted hereunder or in the value of any of the Collateral. The Collateral Trustee will not be responsible for determining whether any given Junior Lien Obligations are in fact secured pursuant to the various Security Documents, it being understood that each Secured Party (other than the Collateral Trustee or Indenture Trustee) shall be responsible for ascertaining whether its obligations are in fact secured pursuant to the Security Documents.

5.13Assumption of Rights, Not Assumption of Duties. Notwithstanding anything to the contrary contained herein:

(a)each of the parties thereto will remain liable under each of the Security Documents (other than this Agreement) to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not been executed;

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(b)the exercise by the Collateral Trustee of any of its rights, remedies or powers hereunder will not release any parties from any of their respective duties or obligations under the other Security Documents; and

(c)the Collateral Trustee will not be obligated to perform any of the obligations or duties of any of the parties to the Security Documents other than of the Collateral Trustee.

5.14No Liability for Clean Up of Hazardous Materials. In the event that the Collateral Trustee is required (directly or through an agent or designee) to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver or such other entity as directed by an Act of Required Junior Lien Debtholders. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

5.15Request For Accounting. Each Junior Lien Representative agrees to render to the Collateral Trustee, at any time upon request of the Collateral Trustee, an accounting of the amounts of the Junior Lien Obligations owing to it with respect to such Series of Junior Lien Debt, and such other related information as the Collateral Trustee may reasonably request in order to give effect to the terms and conditions of this Agreement. In the event that any Junior Lien Representative fails to provide any information required to be provided by it to the Collateral Trustee, then the Collateral Trustee may (but shall not be obligated to) (i) take such actions as are required to be taken by it based on the most recent information available to it, or (ii) in the case of any distributions to be made pursuant to the Security Documents, hold the applicable Secured Parties share or purported share in escrow (without obligation to pay interest thereon) until such Junior Lien Representative provides the required information.

5.16Limitation on Obligations. The Collateral Trustee shall have no obligation to ascertain or inquire as to (i) the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Notes Documents or to inspect the properties, books or records of the Grantors, (ii) whether or not any representation or warranty made by any Person in connection with this Agreement or any Notes Document is true, (iii) the performance by any other Person of its obligations under this Agreement or any of the Notes Documents or (iv) the breach of or default by any other Person of its obligations under this Agreement or any of the Notes Documents.

5.17Perfection of Collateral. The Collateral Trustee shall have no duty to (A) record or file this Agreement or any other agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to monitor or maintain any such recording or filing, (B) obtain, maintain or pay for any insurance, or (C) pay or discharge any

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tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Collateral Trustee shall have no responsibility or obligation for (i) taking any necessary steps to preserve rights against any Person with respect to any Collateral or (ii) taking any action to protect against any diminution in value of the Collateral.

5.18Entitled to Protections. The Collateral Trustee shall be afforded all of the rights, powers, immunities and indemnities set forth in this Agreement in all of the Notes Documents to which it is a signatory as if such rights, powers, immunities and indemnities were specifically set out in each such Notes Document.

5.19Obligation to Act. The Collateral Trustee shall be fully justified in failing or refusing to take any action under this Agreement or any of the Security Documents (i) if such action would, in the reasonable opinion of the Collateral Trustee (which may be based on the advice or opinion of legal counsel), be contrary to applicable law or any of the Security Documents, (ii) if such action is not specifically provided for in this Agreement or any of the Security Documents to which it is a party, (iii) if, in connection with the taking of any such action hereunder or under any of the Security Documents that would constitute an exercise of remedies hereunder or under any of the Security Documents it shall not first be indemnified to its reasonable satisfaction by the relevant Secured Parties against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take (or refraining from taking) any such action, (iv) if, notwithstanding anything to the contrary contained in this Agreement, in connection with the taking of any such action that would constitute a payment due under any agreement or document, it shall not first have received from the applicable Secured Parties or the Grantors funds equal to the amount payable, (v) if such action would subject the Collateral Trustee to a tax in any jurisdiction where it is not then subject to a tax or (vi) if such action would require the Collateral Trustee to qualify to do business in any jurisdiction where it is not then so qualified.

Section 6.

Removal or Resignation of the Collateral Trustee

6.1Removal or Resignation of Collateral Trustee. Subject to the appointment of a successor Collateral Trustee as provided in Section 6.2 and the acceptance of such appointment by the successor Collateral Trustee:

(a)the Collateral Trustee may resign at any time by giving not less than 30 days’ notice of resignation to each Junior Lien Representative and the Issuers; and

(b)the Collateral Trustee may be removed at any time, with or without cause, by an Act of Required Junior Lien Debtholders by giving not less than 30 days’ notice of removal to each Junior Lien Representative, the Issuers and the Collateral Trustee.

6.2Appointment of Successor Collateral Trustee. Upon any such resignation or removal, a successor Collateral Trustee may be appointed by an Act of Required Junior Lien

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Debtholders; provided that, so long as no Junior Lien Debt Default has occurred and is continuing, such successor Collateral Trustee shall be reasonably acceptable to the Issuers. If no successor Collateral Trustee has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Trustee gave notice of resignation or was removed, the Issuers may, at their option, appoint a successor Collateral Trustee (but only if no Junior Lien Debt Default has occurred and is continuing), or, if the Issuers have not or are not permitted to appoint a successor Collateral Trustee, the Collateral Trustee (at the expense of the Issuers) may petition a court of competent jurisdiction for appointment of any such successor Collateral Trustee, which must be a bank or trust company:

(a)authorized to exercise corporate agency powers;

(b)having a combined capital and surplus of at least $250,000,000; and

(c)maintaining an office in New York, New York.

Following the resignation or removal of the Collateral Trustee until a successor Collateral Trustee meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Trustee and the provisions of Section 6.3 have been satisfied, the Collateral Trustee shall not be obligated to take any action (or refrain from acting as the case may be) except for any administrative actions required hereunder and under the Security Documents.

6.3Succession. When the Person so appointed as successor Collateral Trustee accepts such appointment:

(a)such Person will succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Collateral Trustee, and the predecessor Collateral Trustee will be discharged from its duties and obligations hereunder; and

(b)the predecessor Collateral Trustee will (at the expense of the Issuers) promptly transfer all Liens and collateral security and other property constituting Collateral within its possession or control to the possession or control of the successor Collateral Trustee and will execute instruments and assignments as may be reasonably requested by the successor Collateral Trustee to transfer to the successor Collateral Trustee all Liens, interests, rights, powers and remedies of the predecessor Collateral Trustee in respect of the Security Documents or the Collateral.

Thereafter the predecessor Collateral Trustee will remain entitled to enforce the protections and immunities granted to it in Section 5, Section 6 and the provisions of Section 7.8 and any predecessor Collateral Trustee will have no liability or responsibility for the action or inaction of any successor Collateral Trustee.

6.4Merger, Conversion or Consolidation of Collateral Trustee. Any Person into which the Collateral Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Trustee shall be a party, or any Person succeeding to the business of the Collateral Trustee shall be the successor of the Collateral Trustee pursuant to Section 6.3, provided that (i) without the execution or filing of any paper with any party hereto or any further act on the part of any of the

26


 

parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding, such Person satisfies the eligibility requirements specified in clauses (a) through (c) of Section 6.2 and (ii) the Collateral Trustee shall have promptly notified the Issuers and each Junior Lien Representative of such merger, conversion or consolidation.

Section 7.

Miscellaneous Provisions

7.1Amendment. (a) Subject to the provisions of the Intercreditor Agreement, no amendment or supplement to the provisions of this Agreement or any other Security Document will be effective without the approval of the Collateral Trustee acting as directed by an Act of Required Junior Lien Debtholders, except that:

(1)any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing or adding additional Indebtedness that was otherwise permitted by the terms of this Agreement and the Junior Lien Documents to be secured by the Collateral or preserving, perfecting or establishing the Liens thereon or the rights of the Collateral Trustee therein will become effective when executed and delivered by the Issuers or any other applicable Grantor party thereto and the Collateral Trustee;

(2)providing for the assumption of any Issuer’s or any other Grantor’s obligations under any Junior Lien Document in the case of a merger or consolidation or sale of all or substantially all of the properties or assets of any Issuer or any other Grantor to the extent permitted by the terms of the Closing Date Indenture and the other Junior Lien Documents, as applicable;

(3)no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Junior Lien Obligations:

(A)to vote its Junior Lien Debt as to any matter described as subject to an Act of Required Junior Lien Debtholders, a vote of the Required Junior Lien Debtholders or an act or vote of each or any separate Series of Junior Lien Debt (or amends the provisions of this clause (3) or the definition of “Act of Required Junior Lien Debtholders”),

(B)to share in the Collateral on a pari passu basis, including sharing the proceeds of enforcement or realization on any Collateral in the order of application described in Section 3.4(a),

(C)to require that Liens securing Junior Lien Obligations of such holder be released only as set forth in the provisions described in Section 3.2 or Section 4.1, or

(D)that would change the pari passu status of the Liens in favor of the holders of any Series of Junior Lien Debt; or

27


 

(E)disproportionately when compared to the effect on holders of another Series of Junior Lien Debt,

will become effective without the consent of the requisite percentage or number of holders of each Series of Junior Lien Debt so affected under the applicable Security Documents; and

(4)no amendment or supplement that imposes any obligation upon the Collateral Trustee or any Junior Lien Representative or adversely affects the rights of the Collateral Trustee or any Junior Lien Representative, respectively, in its capacity as such will become effective without the consent of the Collateral Trustee or such Junior Lien Representative, respectively.

(b)Subject to Sections 7.1(a)(1), 7.1(a)(2) and 7.1(a)(3), any Mortgage or other Security Document that secures Junior Lien Obligations may be amended with the approval of the Collateral Trustee acting as directed by an Act of Required Junior Lien Debtholders.

(c)The Collateral Trustee will deliver a copy of each amendment or supplement to the Security Documents to each Junior Lien Representative. In executing any amendments or supplements to this Agreement or any other Junior Lien Document, the Collateral Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel each stating that the execution of such amendment or supplement is authorized or permitted by the terms of this Agreement and all Junior Lien Documents; it being expressly agreed and acknowledged that no further inquiry shall be required of the Collateral Trustee as to whether such amendment or supplement is authorized or permitted by the terms of this Agreement or any Junior Lien Document. The Collateral Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects its own rights, duties, liabilities or immunities under this Agreement, the other Junior Lien Documents or otherwise.

(d)Notwithstanding Section 7.1(a) and (b), (i) the addition of a party hereto as a Grantor, or any Junior Lien Representative pursuant to Section 7.17 or 3.8 shall not require further approval under Section 7.1(a), and (ii) the written consent of the Issuers and any other Grantor shall be required for any amendment or modification of this Agreement that directly affects the rights, duties, interests or obligations of the Issuers or such Grantor.

7.2Voting. (a) In connection with any matter under this Agreement requiring a vote of holders of Junior Lien Debt, each Series of Junior Lien Debt will cast its votes in accordance with the Junior Lien Documents governing such Series of Junior Lien Debt. Following and in accordance with the outcome of the applicable vote under its Junior Lien Documents, the Junior Lien Representative of each Series of Junior Lien Debt will vote the total amount of Junior Lien Debt under that Series of Junior Lien Debt as a block in respect of any vote under this Agreement. In making all determinations of votes hereunder, the Collateral Trustee shall be entitled to rely upon the votes, and relative outstanding amounts, as determined and reported to it in writing by the various Junior Lien Representatives, and shall have no duty to independently ascertain such a votes or amounts.

28


 

(b)Each of the Junior Lien Representatives in respect of any Series of Junior Lien Debt shall be entitled after the occurrence and during the continuance of a Junior Lien Debt Default to request a re-vote with respect to any Act of Required Junior Lien Debtholders concerning the taking or refraining from taking of any remedies if requested to do so in writing by holders of at least a majority in aggregate principal amount of the applicable Series of Junior Lien Debt.

7.3Successors and Assigns. (a) Except as provided in Section 5.2 and Section 5.14, and subject to Section 6.2, the Collateral Trustee may not, in its capacity as such, delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Collateral Trustee hereunder will inure to the sole and exclusive benefit of, and be enforceable by, each Junior Lien Representative and each present and future holder of Junior Lien Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

(b)Neither the Issuers nor any other Grantor may assign its rights or obligations hereunder or under any other Security Document other than in accordance with the terms hereof and thereof. All obligations of the Issuers and the other Grantors hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Collateral Trustee, each Junior Lien Representative and each present and future holder of Junior Lien Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

7.4Delay and Waiver. No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

7.5Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

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If to the Collateral Trustee or the Indenture Trustee:

U.S. Bank National Association
13737 Noel Road, Suite 800
Dallas, Texas 75240

Facsimile Number: (972) 581-1670
Attention: Global Corporate Trust Services

 

With a copy, which shall not constitute notice, to:

 

McGuire, Craddock & Strother, P.C.

500 North Akard, Suite 2200

Dallas, Texas 75201

Facsimile No: (214) 954-6868

Attention: Jonathan Thalheimer

 

If to the Issuers or any other Grantor:

CSI Compressco LP

24955 Interstate 45 North

The Woodlands, Texas 77380

Facsimile No.: (281) 364-4398

Attention: Bass C. Wallace, Jr.

 

With a copy, which shall not constitute notice, to:

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Facsimile No.: (713) 615-5861

Attention: David P. Oelman

and if to any other Junior Lien Representative, to such address as it may specify by written notice to the parties named above, or in the case of any Person after the foregoing notice address for such Person changes, to such other address as may be hereafter designated by such Person in a written notice delivered to the other parties hereto.

All notices and communications will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the relevant address set forth above or, as to holders of Junior Lien Debt, its address shown on the register kept pursuant to the applicable Junior Lien Documents or as otherwise set forth in the applicable Junior Lien Documents. Failure to mail a notice or communication to a holder of Junior Lien Debt or any defect in it will not affect its sufficiency with respect to other holders of Junior Lien Debt.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

7.6Notice Following Discharge of Junior Lien Obligations. Promptly following the Discharge of Junior Lien Obligations with respect to one or more Series of Junior Lien Debt,

30


 

each Junior Lien Representative with respect to each applicable Series of Junior Lien Debt that is so discharged will provide written notice of such discharge to the Collateral Trustee.

7.7Entire Agreement. This Agreement states the complete agreement of the parties relating to the undertaking of the Collateral Trustee set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking.

7.8Payment of Expenses and Taxes; Indemnification. The Grantors shall, jointly and severally, pay such compensation to the Collateral Trustee as the Issuers and Collateral Trustee may agree in writing from time to time. Notwithstanding that the Collateral Trustee is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) to pay or reimburse the Collateral Trustee for all its reasonable and documented fees and reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Notes Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of counsel (limited to one counsel to the Secured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral Trustee) and agents, appointed pursuant to Section 5.2, to the Collateral Trustee, any amounts due and owing pursuant to any Mortgage, and the preservation of the Liens or any rights of the Collateral Trustee, (b) after the occurrence of a Triggering Event, to pay or reimburse the Collateral Trustee and the other Junior Lien Representatives for all their documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Documents and any such other documents, including the documented fees and disbursements of counsel to the Collateral Trustee and the other Junior Lien Representatives (limited to one counsel to the Secured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral Trustee), to pay, indemnify, defend and hold harmless the Collateral Trustee and the other Junior Lien Representatives from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Security Documents and any such other documents, and (c) to pay, indemnify, defend and hold harmless the Collateral Trustee and the other Junior Lien Representatives and their respective directors, officers, employees, trustees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel (limited to one counsel to the Secured Parties, taken as a whole and, if necessary, one local counsel in each appropriate jurisdiction (and solely in the case of an actual or potential conflict of interest, one additional

31


 

counsel to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole) and of one counsel to the Collateral Trustee) and agents appointed pursuant to Section 5.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any environmental law (all the foregoing in this clause (c), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Trustee or any other Junior Lien Representative nor any of their respective directors, officers, employees, trustees and agents with respect to indemnified liabilities arising from the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). The agreements in Section 5 and this Section 7.8 shall survive repayment of the Junior Lien Obligations and all other amounts payable hereunder and under the other Junior Lien Documents and the termination of this Agreement or the removal or resignation of the Collateral Trustee.

7.9Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.

7.10Headings. Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.

7.11Obligations Secured. All obligations of the Grantors set forth in or arising under this Agreement will be Junior Lien Obligations and are secured by all Liens granted by the Security Documents.

7.12Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.13Consent to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Security Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

32


 

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address set forth in Section 7.5 or at such other address of which the Collateral Trustee shall have been notified pursuant thereto;

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.13 any special, exemplary, punitive or consequential damages.

7.14Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER JUNIOR LIEN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

7.15Counterparts. This Agreement and any Collateral Trust Joinder may be executed in any number of counterparts (including by facsimile or other electronic means), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument.

7.16Effectiveness. This Agreement will become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by each party of written notification of such execution and written or telephonic authorization of delivery thereof.

7.17Additional Grantors. The Company will cause each Person that hereafter becomes a Guarantor (as defined in the Closing Date Indenture) pursuant to Section 4.15 of the Closing Date Indenture or is required by any Junior Lien Document to become a party to this Agreement to become a party to this Agreement, for all purposes of this Agreement, by causing such Person to execute and deliver to the Collateral Trustee a Collateral Trust Joinder, whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. The Company shall promptly provide each Junior Lien Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this Section 7.17; provided that the failure to so deliver a copy of the Collateral Trust Joinder to any then-existing Junior Lien Representative shall not affect the inclusion of such Person as a Grantor if the other requirements of this Section 7.17 are complied with.

7.18Continuing Nature of this Agreement. This Agreement will be reinstated if at any time any payment or distribution in respect of any of the Junior Lien Obligations is rescinded or must otherwise be returned in an Insolvency or Liquidation Proceeding or otherwise by any holder of Junior Lien Obligations (whether by demand, settlement, litigation or otherwise).

7.19Insolvency. This Agreement will be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding by or against any Grantor. The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement.

33


 

7.20Rights and Immunities of Junior Lien Representatives. The Indenture Trustee will be entitled to all of the rights, protections, immunities and indemnities set forth in the Closing Date Indenture and any future Junior Lien Representative will be entitled to all of the rights, protections, immunities and indemnities set forth in the credit agreement, indenture, hedge agreement or other agreement governing the applicable Junior Lien Debt with respect to which such Person will act as representative, in each case as if specifically set forth herein. In no event will any Junior Lien Representative be liable for any act or omission on the part of the Grantors or the Collateral Trustee hereunder.

Remainder of page intentionally left blank

 

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

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

 

By: /s/Michael K. Herberger

Name: Michael K. Herberger

Title:   Vice President

 

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Trustee

 

By: /s/Michael K. Herberger

Name:  Michael K. Herberger

Title:    Vice President


 

Signature Page to Second Lien Collateral Trust Agreement


 

CSI COMPRESSCO LP

 

By:  CSI Compressco GP Inc.,
        its general partner

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 

CSI COMPRESSCO FINANCE INC.

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 

CSI COMPRESSCO SUB INC.

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 

CSI COMPRESSCO OPERATING LLC

 

By:  CSI Compressco LP,
        its sole member

 

By:  CSI Compressco GP Inc.,
        its general partner

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 


 

Signature Page to Second Lien Collateral Trust Agreement


 

CSI COMPRESSCO FIELD SERVICES INTERNATIONAL, LLC

 

By:  CSI Compressco Operating LLC,
        its sole member

 

By:  CSI Compressco LP,
        its sole member

 

By:  CSI Compressco GP Inc.,
        its general partner

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 

CSI COMPRESSCO INTERNATIONAL, LLC

 

By:  CSI Compressco Operating LLC,
        its sole member

 

By:  CSI Compressco LP,
        its sole member

 

By:  CSI Compressco GP Inc.,
        its general partner

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 


 

Signature Page to Second Lien Collateral Trust Agreement


 

CSI COMPRESSCO HOLDINGS LLC

 

By:  CSI Compressco Operating LLC,
        its sole member

 

By:  CSI Compressco LP,
        its sole member

 

By:  CSI Compressco GP Inc.,
        its general partner

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 

CSI COMPRESSCO LEASING LLC

 

By:  CSI Compressco Operating LLC,
        its sole member

 

By:  CSI Compressco LP,
        its sole member

 

By:  CSI Compressco GP Inc.,
        its general partner

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

 

CSI COMPRESSION HOLDINGS LLC

 

By:  CSI Compressco Sub Inc.,
        its sole member

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Chief Financial Officer

 

ROTARY COMPRESSOR SYSTEMS, INC.

 

By: /s/Elijio V. Serrano

Name:  Elijio V. Serrano

Title:    Vice President – Finance

 

 

Signature Page to Second Lien Collateral Trust Agreement


 

EXHIBIT A
to Collateral Trust Agreement

[Form of]
Additional Secured Debt Designation

Reference is made to the Collateral Trust Agreement, dated as of June 12, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Inc., a Delaware corporation (“Finance Corp” and together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee (as defined therein), and U.S. Bank National Association, as Collateral Trustee (as defined therein). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Additional Secured Debt Designation is being executed and delivered in order to designate additional secured debt as Junior Lien Debt entitled to the benefit of the Collateral Trust Agreement.

Each of the undersigned, constituting the duly appointed [specify title]1 and [specify title], respectively, of the Company, hereby certifies on behalf of [the Company or applicable Grantor] that:

(A)[the Company or applicable Grantor] intends to incur Additional Junior Lien Debt which will be permitted by each applicable Junior Lien Document to be secured by a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt;

(B)the name and address of the Junior Lien Representative for the Additional Junior Lien Debt for purposes of Section 7.5 of the Collateral Trust Agreement is:

 

 

 

 

 

Telephone:

 

Fax:

(C)attached as Exhibit 1 hereto is a Reaffirmation Agreement duly executed by the Company and the other Grantors;

 

1 

The two signatories must satisfy the requirements set forth in the definition of “Officers’ Certificate” in the Collateral Trust Agreement.

A-1


 

(D)the Company has caused a copy of this Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each existing Junior Lien Representative;

(E)such Additional Junior Lien Debt shall constitute Junior Lien Debt for purposes of the Collateral Trust Agreement; and

(F)[insert additional statements satisfying the requirements set forth in clauses (a), (b), (c) and (d) of the definition of “Officers’ Certificate” in the Collateral Trust Agreement].

IN WITNESS WHEREOF, the [Company] has caused this Additional Secured Debt Designation to be duly executed by the undersigned officers2 as of _____________, 20____.

[COMPANY][GRANTOR]

 

 

By:

Name:

Title:

 

 

By:

Name:

Title:

 

ACKNOWLEDGEMENT OF RECEIPT

The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation.

U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee

 

 

By:

Name:

Title:


 

2 

The two signatories must satisfy the requirements set forth in the definition of “Officers’ Certificate” in the Collateral Trust Agreement.

A-2


 

EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION

[FORM OF]
REAFFIRMATION AGREEMENT

Reference is made to the Collateral Trust Agreement, dated as of June 12, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Corp., a Delaware corporation (“Finance Corp” and together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee (as defined therein), and U.S. Bank National Association, as Collateral Trustee (as defined therein). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of ______________, 20__ in connection with an Additional Secured Debt Designation of even date herewith which Additional Secured Debt Designation has designated additional Junior Lien Debt entitled to the benefit of the Collateral Trust Agreement.

Each of the undersigned hereby consents to the designation of additional secured debt as Junior Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Junior Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Junior Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to guarantee and secure as applicable and otherwise be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Junior Lien Documents.

Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Reaffirmation Agreement.

IN WITNESS WHEREOF, each of the undersigned has caused this Reaffirmation Agreement to be duly executed as of the date written above.

[names of the Issuers and other Grantors]

 

 

 

Name:

Title:

 

A-3


 

EXHIBIT B
to Collateral Trust Agreement

 

[Form of]
Collateral Trust Joinder – Additional Debt

Reference is made to the Collateral Trust Agreement, dated as of June 12, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Inc., a Delaware corporation (“Finance Corp” and together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee (as defined therein), and U.S. Bank National Association, as Collateral Trustee (as defined therein). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being additional Junior Lien Debt under the Collateral Trust Agreement.

[1.

Joinder. The undersigned, _____________________, a _________________, (the “New Representative”) as [trustee, administrative agent, collateral agent] under that certain [describe applicable indenture, credit agreement or other document governing the additional secured debt] hereby agrees to become party as a Junior Lien Representative under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.]3

[2.]Additional Secured Debt Designation

The undersigned, on behalf of itself and each holder of Obligations in respect of the [Additional Notes][Series of Junior Lien Debt] for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all Junior Lien Secured Parties and each existing and future holder of Junior Liens and as a condition to being treated as Junior Lien Debt under the Collateral Trust Agreement that:

(a)subject to Section 3.4 of the Collateral Trust Agreement, all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by any Issuer or any other Grantor to secure any Obligations in respect of any [Additional Notes][Series of Junior Lien Debt], whether or not upon property otherwise constituting collateral for such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations equally and ratably;

 

3 

Delete if Additional Priority Lien Debt constitutes Additional Notes.

B-1


 

(b)the undersigned, on behalf of itself and each holder of Obligations in respect of the [Additional Notes][Series of Junior Lien Debt] for which the undersigned is acting as Junior Lien Representative, hereby consents to and agrees to be bound by the provisions of the Intercreditor Agreement, if any, the Collateral Trust Agreement and the other Security Documents, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens; and

(c)the undersigned, on behalf of itself and each holder of Obligations in respect of the [Additional Notes][Series of Junior Lien Debt] for which the undersigned is acting as Junior Lien Representative, hereby appoints the Collateral Trustee to serve as collateral trustee under the Security Documents on the terms and conditions set forth therein and hereby consents to the performance by the Collateral Trustee of, and directs the Collateral Trustee to perform its obligations under the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement, if any.

[3.] Governing Law and Miscellaneous Provisions.  The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of ___________________, 20____.

[insert name of the new representative]

 

 

 

Name:

Title:

 

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the [New Representative][Trustee] and the holders of the Obligations represented thereby:

[________________________________]

 

 

By:

Name:

Title:

 

 

B-2


 

EXHIBIT C
to Collateral Trust Agreement

[Form of]
Collateral Trust Joinder – Additional Grantor

Reference is made to the Collateral Trust Agreement, dated as of June 12, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Inc., a Delaware corporation (“Finance Corp” and together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee (as defined therein), and U.S. Bank National Association, as Collateral Trustee (as defined therein). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 7.17 of the Collateral Trust Agreement.

1.Joinder.  The undersigned, ___________________, a ___________________, hereby agrees to become party as a Grantor under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2.Governing Law and Miscellaneous Provisions.  The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of _________________, 20____.

[___________________________________]

 

 

By:

Name:

Title:

 

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee with respect to the Collateral pledged by the new Grantor:

[________________________________]

 

 

By:

Name:

Title:

 

 

C-1


 

EXHIBIT D
to Collateral Trust Agreement

 

[Form of]
Intercreditor Agreement

[Attached.]

 

D-1


 

 

INTERCREDITOR AGREEMENT

dated as of June 12, 2020 between

U.S. BANK NATIONAL ASSOCIATION,
as Priority Lien Agent,

and

U.S. BANK NATIONAL ASSOCIATION,
as Junior Lien Representative

And acknowledged and agreed to by
the Issuers and Grantors on the signature pages hereto

 

THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN THE INDENTURE DATED AS OF MARCH 22, 2018, AMONG csi compressco lp, CSI COMPRESSCO FINANCE INC., THE GUARANTORS (AS DEFINED THEREIN) FROM TIME TO TIME PARTY THERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.  THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN THE INDENTURE DATED AS OF June 12, 2020, AMONG CSI COMPRESSCO LP, CSI COMPRESSCO FINANCE INC., THE GUARANTORS (AS DEFINED THEREIN) FROM TIME TO TIME PARTY THERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

 

 

 

 


 

TABLE OF CONTENTS

 

 

Page

ARTICLE I

DEFINITIONS

 

 

 

 

Section 1.01

Construction; Certain Defined Terms

1

 

 

 

ARTICLE II

LIEN PRIORITIES

 

 

 

 

Section 2.01

Relative Priorities

11

Section 2.02

Prohibition on Marshalling, Etc

11

Section 2.03

No New Liens

12

Section 2.04

Similar Collateral and Agreements

12

Section 2.05

No Duties of Priority Lien Agent

12

Section 2.06

No Duties of Junior Lien Representative

13

 

 

 

ARTICLE III

ENFORCEMENT RIGHTS; PURCHASE OPTION

 

 

 

 

Section 3.01

Limitation on Enforcement Action

13

Section 3.02

Standstill Periods; Permitted Enforcement Action

14

Section 3.03

Insurance

16

Section 3.04

Notification of Release of Collateral

16

Section 3.05

No Interference; Payment Over

16

Section 3.06

Purchase Option

17

 

 

 

ARTICLE IV

OTHER AGREEMENTS

 

 

 

 

Section 4.01

Release of Liens; Automatic Release of Junior Liens

20

Section 4.02

Certain Agreements With Respect to Insolvency or Liquidation Proceedings

21

Section 4.03

Reinstatement

24

Section 4.04

Refinancings; Additional Junior Lien Debt

25

Section 4.05

Amendments to Junior Lien Documents

26

Section 4.06

Legends

26

Section 4.07

Junior Lien Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor

27

Section 4.08

Postponement of Subrogation

27

Section 4.09

Acknowledgment by the Secured Debt Representatives

27

 

 

 

ARTICLE V

GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS

 

Section 5.01

General

27

Section 5.02

Deposit Accounts

28

 

 

 

ARTICLE VI

APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS

 

 

 

 

Section 6.01

Application of Proceeds

28

Section 6.02

Determination of Amounts

29

 

 

 

 

 

 

ARTICLE VII

NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE; CONSENT OF GRANTORS; ETC.

 

 

 

 

Section 7.01

No Reliance; Information

29

Section 7.02

No Warranties or Liability

29

Section 7.03

Obligations Absolute

30

Section 7.04

Grantors Consent

31

 

 

 

i


 

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

 

 

 

 

Section 8.01

Representations and Warranties of Each Party

31

Section 8.02

Representations and Warranties of Each Representative

31

 

 

 

ARTICLE IX

MISCELLANEOUS

 

 

 

 

Section 9.01

Notices

31

Section 9.02

Waivers; Amendment

32

Section 9.03

Actions Upon Breach; Specific Performance

33

Section 9.04

Parties in Interest

33

Section 9.05

Survival of Agreement

33

Section 9.06

Counterparts

33

Section 9.07

Severability

33

Section 9.08

Governing Law; Jurisdiction; Consent to Service of Process

33

Section 9.09

WAIVER OF JURY TRIAL

34

Section 9.10

Headings

34

Section 9.11

Provisions Solely to Define Relative Rights

34

Section 9.12

Certain Terms Concerning the Junior Lien Representative

35

Section 9.13

Certain Terms Concerning the Priority Lien Agent and the Junior Lien Representative

35

Section 9.14

Authorization of Secured Agents

35

Section 9.15

Further Assurances

35

Section 9.16

Relationship of Secured Parties

35

Section 9.17

Priority Lien Agent

36

 

 

Annex and Exhibits

Annex I

 

Exhibit A

Form of Priority Confirmation Joinder

Exhibit B

Security Documents

 

 

ii


 

INTERCREDITOR AGREEMENT, dated as of June 12, 2020 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is between and among U.S. Bank National Association, solely in its capacity as the collateral trustee for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Priority Lien Agent”) and U.S. Bank National Association, as the collateral trustee for the Junior Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Junior Lien Representative”), and acknowledged and agreed to by csi compressco lp (the “Company”), CSI COMPRESSCO FINANCE INC. (“CSI Finance” and, together with the Company, the “Issuers”) and the Grantors (defined below) on the signature pages hereto.  

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Priority Lien Agent (for itself and on behalf of the Priority Lien Secured Parties) and the Junior Lien Representative (for itself and on behalf of the Junior Lien Secured Parties) agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01Construction; Certain Defined Terms.  (a) 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, (i) any reference herein to any agreement, instrument, other document, statute or regulation shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified in accordance with the terms of each applicable Secured Debt Document (including, for the avoidance of doubt, this Agreement), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) 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, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, 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 and (vi) the term “or” is not exclusive.

(b)All terms used in this Agreement that are defined in Article 1, 8 or 9 of the New York UCC (whether capitalized herein or not) and not otherwise defined herein have the meanings assigned to them in Article 1, 8 or 9 of the New York UCC.  If a term is defined in Article 9 of the New York UCC and another Article of the New York UCC, such term shall have the meaning assigned to it in Article 9 of the New York UCC.

(c)Unless otherwise set forth herein, all references herein to the Junior Lien Representative shall be deemed to refer to the Junior Lien Representative in its capacity as collateral trustee under the Junior Lien Facility.

(d)As used in this Agreement, the following terms have the meanings specified below:

1


 

Accounts” has the meaning assigned to such term in Section 3.01(a).

Additional Junior Lien Debt” means any indebtedness incurred under any Additional Junior Lien Facility.

Additional Junior Lien Documents” means the Additional Junior Lien Facility and the Additional Junior Lien Security Documents.

Additional Junior Lien Facility” means any indenture, credit agreement or other agreement entered into by the Issuers or any Grantor for purposes of incurring secured indebtedness on a Junior Lien basis, which agreement and such debt is permitted under each applicable Secured Debt Document.

Additional Junior Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Additional Junior Lien Secured Party (or any of its Affiliates) in respect Additional Junior Lien Debt or otherwise under any Additional Junior Lien Documents.

Additional Junior Lien Secured Parties” means, at any time, each trustee, agent or other representative of the holders of any Series of Junior Lien Debt who maintains the transfer register for such Series of Junior Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Additional Junior Lien Document and each other holder of, or obligee in respect of, any holder or lender pursuant to any Series of Junior Lien Debt outstanding at such time.

Additional Junior Lien Security Documents” means the Additional Junior Lien Facility (insofar as the same grants a Lien on the Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered by the Issuers or any other Grantor creating (or purporting to create) a Lien upon the Junior Lien Collateral in favor of the Additional Junior Lien Secured Parties.

Additional Priority Lien Debt” means any indebtedness incurred under any Additional Priority Lien Facility.

Additional Priority Lien Documents” means the Additional Priority Lien Facility and the Additional Priority Lien Security Documents.

Additional Priority Lien Facility” means any indenture, credit agreement or other agreement entered into by the Issuers or any Grantor for purposes of incurring secured indebtedness on a Priority Lien basis, which agreement and such debt is permitted under each applicable Secured Debt Document.

Additional Priority Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Additional Priority Lien Secured Party (or any of its Affiliates) in respect Additional Priority Lien Debt or otherwise under any Additional Priority Lien Documents.

Additional Priority Lien Secured Parties” means, at any time, the trustee, agent or other representative of the holders of any Additional Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Additional Priority Lien Document and each other holder of, or obligee in respect of, any holder or lender pursuant to any Series of Priority Lien Debt outstanding at such time.

Additional Priority Lien Security Documents” means each Additional Priority Lien Facility (insofar as the same grants a Lien on the Collateral) and any other security agreements, pledge

2


 

agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered by the Issuers or any other Grantor creating (or purporting to create) a Lien upon the Priority Lien Collateral in favor of the Additional Priority Lien Secured Parties, including the Priority Lien Collateral Trust Agreement.

Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.  For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

Bankruptcy Code” means Title 11 of the United States Code.

Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

Business Day” means any day excluding Saturday, Sunday and any other day on which banking institutions in Dallas, Texas or in New York City or place of payment are authorized or required by law or other governmental actions to close.

Capital Stock” means:

(a)

in the case of a corporation, corporate stock;

(b)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(d)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into or exchangeable for Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock.

Cash Collateral” means cash collateral specifically securing letters of credit issued pursuant to any Priority Lien Document in an amount not to exceed 105% of the face amount thereof.

Cash Management Obligations” means, with respect to any Person, any obligations of such Person in respect of treasury management arrangements (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, and any other demand deposit or operating account relationships or other cash management services, including any treasury management line of credit.

Class” means (a) in the case of Priority Lien Debt, the Priority Lien Debt, taken together, and (b) in the case of Junior Lien Debt, every Series of Junior Lien Debt, taken together.

3


 

Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting the Priority Lien Collateral and/or the Junior Lien Collateral.

DIP Financing” has the meaning assigned to such term in Section 4.02(b).

DIP Financing Liens” has the meaning assigned to such term in Section 4.02(b).

Discharge of Priority Lien Obligations” means the occurrence of all of the following:

(a)

termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt;

(b)

payment in full in cash of the principal of (to the extent such principal does not constitute Excess Priority Lien Obligations) and interest and premium (if any) on all Priority Lien Debt (other than any undrawn letters of credit);

(c)

discharge or cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt that are not Excess Priority Lien Obligations;

(d)

payment in full in cash of obligations in respect of Hedging Obligations constituting Priority Lien Obligations (and, with respect to any particular Hedge Agreement, termination of such agreement and payment in full in cash of all obligations thereunder or such other arrangements as have been made by the counterparty thereto (and communicated to the Priority Lien Agent) pursuant to the terms of the applicable Priority Lien Document) other than such Hedging Obligations that have been novated or collateralized to the extent required by the terms thereof; and

(e)

payment in full in cash of all other Priority Lien Obligations, including without limitation, Cash Management Obligations, that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such time);

provided that, if, at any time after the Discharge of Priority Lien Obligations has occurred, either Issuer or any other Grantor enters into any Priority Lien Document evidencing a Priority Lien Obligation which incurrence is not prohibited by the applicable Priority Lien Documents, then such Discharge of Priority Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Priority Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Priority Lien Obligations), and, from and after the date on which the Issuers designate such indebtedness as Priority Lien Debt in accordance with this Agreement, the obligations under such Priority Lien Document shall automatically and without any further action be treated as Priority Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth in this Agreement, any Junior Lien Obligations shall be deemed to have been at all times Junior Lien Obligations and at no time Priority Lien Obligations.  For the avoidance of doubt, a Replacement as contemplated by Section 4.04(a) shall not be deemed to cause a Discharge of Priority Lien Obligations.

Discharge of Junior Lien Obligations” means the occurrence of all of the following:

4


 

(a)

payment in full in cash of the principal of and interest and premium (if any) on all Junior Lien Debt;

(b)

payment in full in cash of all other Junior Lien Obligations that are outstanding and unpaid at the time the Junior Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such time);

provided that, if at any time after the Discharge of Junior Lien Obligations has occurred, either Issuer or any other Grantor enters into any Junior Lien Document evidencing a Junior Lien Obligation which incurrence is not prohibited by the applicable Secured Debt Documents, then such Discharge of Junior Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Junior Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Junior Lien Obligations), and, from and after the date on which the Issuers designate such indebtedness as Junior Lien Debt in accordance with this Agreement, the obligations under such Junior Lien Document shall automatically and without any further action be treated as Junior Lien Obligations for all purposes of this Agreement.  For the avoidance of doubt, a Replacement as contemplated by Section 4.04(a) shall not be deemed to cause a Discharge of Junior Lien Obligations.

Disposition” means any sale, lease, exchange, assignment, license, contribution, transfer or other disposition.  “Dispose” shall have a correlative meaning.

Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock; provided that any instrument evidencing indebtedness convertible or exchangeable into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock, shall not be deemed to be an Equity Interest unless and until such instrument is so converted or exchanged, except, solely for purposes of a pledge of Equity Interests in connection with the Secured Debt Documents, to the extent such instrument could be treated as “stock” of a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended from time to time, for purposes of Treasury Regulation Section 1.956‑2(c)(2).

Excess Priority Lien Obligations” means Priority Lien Obligations for the principal amount of loans, letters of credit and reimbursement obligations in excess of the amount of Priority Lien Debt described in clause (a) of the definition of “Priority Lien Cap.”

Financial Officer” of any Person means the Chief Financial Officer, Chief Accounting Officer, principal accounting officer, controller, treasurer or assistant treasurer of such Person.

Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Grantors” means the Issuers, and each other subsidiary of the Company that shall have granted any Lien in favor of any of the Priority Lien Agent, the Junior Lien Representative on any of its assets or properties to secure any of the Secured Obligations.

5


 

Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, future 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, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed‑price physical delivery contracts, whether or not exchange traded, 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.  Notwithstanding the foregoing, agreements or obligations to physically sell any commodity at any index-based price shall not be considered a Hedge Agreement.

Hedging Obligations” means any and all indebtedness, debts, liabilities and other obligations, howsoever arising, of any Grantor to the counterparties under Hedge Agreement (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, under the Hedge Agreement and all other obligations owed by the Grantors to the counterparties under the Hedge Agreement, including any guarantee obligations in respect thereof.

Insolvency or Liquidation Proceeding” means:

(a)

any case commenced by or against either Issuer or any other Grantor under the Bankruptcy Code or any other Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of an Issuer or any other Grantor, any receivership or assignment for the benefit of creditors relating to an Issuer or any other Grantor or any similar case or proceeding relative to an Issuer or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(b)

any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to an Issuer or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(c)

any other proceeding of any type or nature in which substantially all claims of creditors of an Issuer or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

Junior Lien” means a Lien granted by a Junior Lien Document to the Junior Lien Representative, at any time, upon any Collateral by any Grantor to secure Junior Lien Obligations (including Liens on such Collateral under the security documents associated with any Junior Lien Substitute Facility).

Junior Lien Collateral” means all “Collateral”, as defined in any Junior Lien Document, and any other assets of any Grantor now or at any time hereafter subject to Liens which secure, but only to the extent securing, any Junior Lien Obligations.

6


 

Junior Lien Collateral Trust Agreement” means that certain Collateral Trust Agreement, dated as of June 12, 2020, among the Issuers, the Grantors and Guarantors from time to time party thereto, U.S. Bank National Association, as the trustee under the Junior Lien Indenture, and U.S. Bank National Association, as the Collateral Trustee, and the other Junior Lien Representatives from time to time party thereto.

Junior Lien Indenture” means that certain indenture, dated as of June 12, 2020, among the Issuers, the Grantors party thereto from time to time, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof (including any supplements executed in connection with the issuance of any Additional Junior Lien Debt) unless restricted by the terms of this Agreement.

Junior Lien Debt” means the aggregate indebtedness outstanding under all Junior Lien Facilities (with outstanding letters of credit being deemed to have a principal amount equal to the stated amount thereof) that was permitted to be, and is, incurred under each Junior Lien Document.

Junior Lien Documents” means each Junior Lien Facility and all other loan documents, notes, guarantees, instruments, documents and agreements governing or evidencing, or executed or delivered in connection with any of the foregoing.

Junior Lien Facility” means the indebtedness under Junior Lien Indenture and any Additional Junior Lien Facility.

Junior Lien Indenture Notes” refers to the Issuers’ 10.000%/10.750% Senior Secured Second Lien Notes due 2026.

Junior Lien Obligations” means Junior Lien Debt and all other Obligations in respect thereof.  Notwithstanding any other provision hereof, the term “Junior Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under the Junior Lien Facility and the other Junior Lien Documents, whether incurred before or after commencement of an Insolvency or Liquidation Proceeding and whether or not allowable in an Insolvency or Liquidation Proceeding.  To the extent that any payment with respect to the Junior Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor in possession, trustee, receiver, or similar Person, then the obligation or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred.

Junior Lien Purchasers” has the meaning assigned to such term in Section 3.06.

Junior Lien Representative” means the trustee, agent or representative of the holders of all Series of Junior Lien Debt party to this agreement, who is appointed as a Junior Lien Representative (for purposes related to the administration of the security documents) pursuant to the Junior Lien Facilities governing each Series of Junior Lien Debt, together with its successors in such capacity.  The Junior Lien Representative shall initially be U.S. Bank National Association.

Junior Lien Secured Parties” means, at any time, the Junior Lien Representative, the trustees, agents and other representatives of the holders of any Series of Junior Lien Debt under the Junior Lien Facility who maintains the transfer register for such Series of Junior Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Junior Lien Document and each other holder of, or obligee in respect of, any Junior Lien Debt outstanding at such time.

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Junior Lien Security Documents” means each Junior Lien Facility (insofar as the same grants a Lien on the Collateral), each agreement listed in Part B of Exhibit B hereto and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered by an Issuer or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Junior Lien Representative.

Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to give a security interest therein and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, provided that in no event shall an operating lease be deemed to constitute a Lien.

Master Agreement” has the meaning given such term in the definition of “Hedge Agreement”.

New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

Obligations” means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any indebtedness.

Officers’ Certificate” means a certificate signed by two officers of the Company, one of whom must be either the principal executive officer or a Financial Officer, as applicable.

Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

Priority Confirmation Joinder” means an agreement substantially in the form of Exhibit A.

Priority Lien” means a Lien granted by an Issuer or any other Grantor in favor of the Priority Lien Agent, at any time, upon any Property of an Issuer or such other Grantor to secure Priority Lien Obligations.

Priority Lien Agent” means U.S. Bank National Association, together with its successors in such capacity.

Priority Lien Cap” means, as of any date, (a) the aggregate principal amount of all Priority Lien Debt (as defined in the Priority Lien Indenture as in effect on the date hereof) permitted to be incurred under the Priority Lien Indenture as in effect on the date hereof, plus (b) the amount of accrued and unpaid interest (excluding any interest paid-in-kind), outstanding fees and expenses, and such other amounts, to the extent such Obligations are secured by the Priority Liens.

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Priority Lien Collateral” means all “Collateral”, as defined in the Priority Lien Documents, and any other assets of any Grantor now or at any time hereafter subject to Liens which secure, but only to the extent securing, any Priority Lien Obligation.

Priority Lien Collateral Trust Agreement” means that certain Collateral Trust Agreement, dated as of March 22, 2018, among the Issuers, the Grantors and Guarantors from time to time party thereto, U.S. Bank National Association, as the trustee under the Priority Lien Indenture, and U.S. Bank National Association, as the Collateral Trustee, and the other Priority Lien Representatives from time to time party thereto.

Priority Lien Debt” means the aggregate indebtedness outstanding under all Priority Lien Facilities (with outstanding letters of credit being deemed to have a principal amount equal to the stated amount thereof) that was permitted to be, and is, incurred under each Priority Lien Document.

Priority Lien Documents” means each Priority Lien Facility and all other loan documents, notes, guarantees, instruments, documents and agreements governing or evidencing, or executed or delivered in connection with any of the foregoing, including the Priority Lien Collateral Trust Agreement.

Priority Lien Facility” means the indebtedness under the Priority Lien Indenture and any Additional Priority Lien Facility.

Priority Lien Indenture” means that certain indenture, dated as of March 22, 2018, among the Issuers, the Grantors party thereto from time to time, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof (including any supplements executed in connection with the issuance of any Additional Priority Lien Debt) unless restricted by the terms of this Agreement.

Priority Lien Obligations” means all Priority Lien Debt and all other Obligations in respect of or in connection with Priority Lien Debt.  Notwithstanding any other provision hereof, the term “Priority Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under the Priority Lien Documents, whether incurred before or after commencement of an Insolvency or Liquidation Proceeding, and whether or not allowable in an Insolvency or Liquidation Proceeding.  To the extent that any payment with respect to the Priority Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set‑off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor in possession, trustee, receiver, or similar Person, then the obligation or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred.

Priority Lien Secured Parties” means, at any time, the Priority Lien Agent, each agent, trustee, lender, note holder or issuing bank under each Priority Lien Facility, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Priority Lien Document, each other Person that provides letters of credit, guarantees or other credit support related thereto under any Priority Lien Document and each other holder of, or obligee in respect of, any Priority Lien Obligations, in each case to the extent designated as a secured party (or a party entitled to the benefits of the security) under any Priority Lien Document outstanding at such time.

Priority Lien Security Documents” means Priority Lien Facility (insofar as the same grants a Lien on the Collateral), each agreement listed in Part A of Exhibit B hereto, and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered

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by either Issuer or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Priority Lien Agent, including the Priority Lien Collateral Trust Agreement.

Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

Purchase Notice” has the meaning assigned to such term in Section 3.06(a).

Replaces” means, (a) in respect of any agreement with reference to the Priority Lien Obligations, that such agreement refunds, refinances or replaces the Priority Lien Obligations in whole (in a transaction that is in compliance with Section 4.04(a)) and that all commitments thereunder are terminated, or, to the extent permitted by the terms of the Priority Lien Obligations, in part and (b) in respect of any agreement with reference to any Junior Lien Documents or Junior Lien Obligations, that such agreement refunds, refinances or replaces such Junior Lien Documents or Junior Lien Obligations in whole (in a transaction that is in compliance with Section 4.04(a)) and that all commitments thereunder are terminated, or, to the extent permitted by the terms of such Junior Lien Documents or Junior Lien Obligations, in part.  “Replace,” “Replaced,” “Replacing” and “Replacement” shall have correlative meanings.

Section 363 Event” has the meaning assigned to such term in Section 4.02(d).

Section 363 Notice” has the meaning assigned to such term in Section 4.02(d).

Section 363 Objections” has the meaning assigned to such term in Section 4.02(d).

Secured Debt Documents” means the Priority Lien Documents and the Junior Lien Documents.

Secured Debt Representative” means the Priority Lien Agent, the Junior Lien Representative, and such other representatives that become a party hereto from time to time through execution and delivery of a Priority Confirmation Joinder.

Secured Obligations” means the Priority Lien Obligations and the Junior Lien Obligations.

Secured Parties” means the Priority Lien Secured Parties and the Junior Lien Secured Parties.

Security Documents” means the Priority Lien Security Documents and the Junior Lien Security Documents.

Series of Junior Lien Debt” means, severally, the Junior Lien Indenture Notes and each other issue or series of Junior Lien Debt (including any Additional Junior Lien Facility) for which a single transfer register is maintained.

Series of Secured Debt” means the Priority Lien Debt and each Series of Junior Lien Debt.

subsidiary” means, with respect to any Person, (a) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than fifty percent (50.0%) of the total voting power of shares of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person or a combination thereof; and (b) any partnership, joint venture, limited liability company or similar entity of which (1) more than fifty percent (50.0%) of

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the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, or (2) such Person or any subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Standstill Period” has the meaning assigned to such term in Section 3.02.

ARTICLE II
LIEN PRIORITIES

Section 2.01Relative Priorities.  (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Junior Liens pursuant to the Junior Lien Documents create two separate and distinct Liens on the Collateral.

(b)Notwithstanding anything contained in this Agreement, the Priority Lien Documents, the Junior Lien Documents or any other agreement or instrument to the contrary, or any other circumstance whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a Priority Lien Obligation or a Junior Lien Obligation or holder of such obligation and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any conflicting provision of the New York UCC or other applicable law, (iv) any defect in, or non-perfection, setting aside, or avoidance of, a Lien or a Priority Lien Document or a Junior Lien Document, (v) the modification of a Priority Lien Document, a Junior Lien Document, a Priority Lien Obligation or a Junior Lien Obligation, (vi) the exchange of any security interest in any Collateral for a security interest in other Collateral, (vii) the commencement of an Insolvency or Liquidation Proceeding or (viii) the subordination of a Lien on Collateral securing a Priority Lien Obligation to a Lien securing another obligation of the Company or any other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, or the subordination of a Lien on Collateral securing a Junior Lien Obligation to a Lien securing another obligation of the Company or any other Person (other than a Priority Lien Obligation) that is permitted under the Junior Lien Documents as in effect on the date hereof, the Junior Lien Representative, on behalf of itself and the other Junior Lien Secured Parties, hereby agrees that (A) any Priority Lien on any Collateral now or hereafter held by or for the benefit of any Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Junior Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein and (B) any Junior Lien on any Collateral now or hereafter held by or for the benefit of any Junior Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Priority Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein.

(c)It is acknowledged that, subject to the Priority Lien Cap, (i) the aggregate amount of the Priority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, (ii) a portion of the Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the Priority Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the Priority Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, and Additional Priority Lien Obligations or Additional Junior Lien Obligations may be incurred, in the case of the foregoing (A) and (B) all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties and

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the Junior Lien Secured Parties.  The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal, restatement or replacement of either the Priority Lien Obligations (or any part thereof) or the Junior Lien Obligations (or any part thereof), by the release of any Collateral or of any guarantees for any Priority Lien Obligations or by any action that any Secured Debt Representative or Secured Party may take or fail to take in respect of any Collateral.

Section 2.02Prohibition on Contesting Liens, Marshalling, Etc.  Until the Discharge of Priority Lien Obligations, neither the Junior Lien Representative nor any other Junior Lien Secured Party will assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation, or other similar right that may be available to a junior secured creditor with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

Section 2.03No New Liens.  The parties hereto agree that, so long as the Discharge of Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Junior Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor in favor of the Priority Lien Agent to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the Junior Lien Representative from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation (other than Liens on Cash Collateral to the extent the aggregate Priority Lien Obligations secured by such Cash Collateral does not exceed the Priority Lien Cap), or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor in favor of the Junior Lien Representative to secure the Junior Lien Obligations (or, in respect of any Cash Collateral, to secure the Priority Lien Obligations) and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Junior Lien Representative to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the provisions of this Agreement.  To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien Agent or the other Priority Lien Secured Parties, the Junior Lien Representative, for itself and on behalf of the other Junior Lien Secured Parties, agrees that any amounts received by or distributed to any Junior Lien Secured Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 3.05(b).

Section 2.04Similar Collateral and Agreements.  The parties hereto acknowledge and agree that it is their intention that the Priority Lien Collateral and the Junior Lien Collateral be identical (other than Cash Collateral as provided in Section 2.03).  In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by the Priority Lien Agent or the Junior Lien Representative, the specific assets included in the Priority Lien Collateral and the Junior Lien Collateral, the steps taken to perfect the Priority Liens and the Junior Liens thereon and the identity of the respective parties obligated under the Priority Lien Documents and the Junior Lien Documents in respect of the Priority Lien Obligations and the Junior Lien Obligations, respectively, (b) that the Junior Lien Security Documents creating Liens on the Junior Lien Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents creating Liens on the Priority Lien Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Junior Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents, (iii) provisions in the Junior Lien Security Documents which are solely applicable to the rights and duties

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of the Junior Lien Representative, and (iv) with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that at no time shall there be any Grantor that is an obligor in respect of the Junior Lien Obligations that is not also an obligor in respect of the Priority Lien Obligations, and (d) that at no time shall there be any Lien (whether perfected or not) on any property of any Grantor to secure the Junior Lien Obligations that is not also granted (and similarly perfected) to secure the Priority Lien Obligations.

Section 2.05No Duties of Priority Lien Agent.  The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, acknowledges and agrees that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duties or other obligations to any such Junior Lien Secured Party with respect to any Collateral, other than to transfer to the Junior Lien Representative any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral remaining in its possession following the associated Discharge of Priority Lien Obligations, in each case without representation or warranty on the part of the Priority Lien Agent or any Priority Lien Secured Party.  In furtherance of the foregoing, each Junior Lien Secured Party acknowledges and agrees that until the Discharge of Priority Lien Obligations (subject to the terms of Section 3.02, including the rights of the Junior Lien Secured Parties following the expiration of any applicable Standstill Period), the Priority Lien Agent shall be entitled, for the benefit of the Priority Lien Secured Parties, to sell, transfer or otherwise Dispose of or deal with such Collateral, as provided herein and in the Priority Lien Documents, without regard to any Junior Lien or any rights to which the Junior Lien Representative or any Junior Lien Secured Party would otherwise be entitled as a result of such Junior Lien.  Without limiting the foregoing, the Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Collateral, or to sell, Dispose of or otherwise liquidate all or any portion of such Collateral, in any manner that would maximize the return to the Junior Lien Secured Parties, notwithstanding that the order and timing of any such realization, sale, Disposition or liquidation may affect the amount of proceeds actually received by the Junior Lien Secured Parties from such realization, sale, Disposition or liquidation.  The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby waives any claim any Junior Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any actions which the Priority Lien Agent or any other Priority Lien Secured Parties take or omit to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral, and actions with respect to the collection of any claim for all or any part of the Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for the Priority Lien Obligations.

Section 2.06No Duties of Junior Lien Representative.  The Priority Lien Agent, for itself and on behalf of each Priority Lien Secured Party, acknowledges and agrees that neither the Junior Lien Representative nor any other Junior Lien Secured Party shall have any duties or other obligations to such Priority Lien Secured Party with respect to any Collateral, except as expressly set forth in this Agreement.

ARTICLE III
ENFORCEMENT RIGHTS; PURCHASE OPTION

Section 3.01Limitation on Enforcement Action.  Prior to the Discharge of Priority Lien Obligations, the Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that, subject to Section 3.05(b) and Section 4.07, neither the Junior Lien Representative nor any other Junior Lien Secured Party shall commence any judicial or nonjudicial foreclosure proceedings

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with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Collateral under any Junior Lien Security Document, applicable law or otherwise (including but not limited to any right of setoff), it being agreed that only the Priority Lien Agent, acting in accordance with the applicable Priority Lien Documents, shall have the exclusive right (and whether or not any Insolvency or Liquidation Proceeding has been commenced), to take any such actions or exercise any such remedies, in each case, without any consultation with or the consent of the Junior Lien Representative or any other Junior Lien Secured Party.  In exercising rights and remedies with respect to the Collateral, the Priority Lien Agent and the other Priority Lien Secured Parties may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion and regardless of whether such exercise and enforcement is adverse to the interest of any Junior Lien Secured Party.  Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law.  Without limiting the generality of the foregoing, the Priority Lien Agent will have the exclusive right to deal with that portion of the Collateral consisting of deposit accounts, commodity accounts and securities accounts (collectively “Accounts”), including exercising rights under control agreements with respect to such Accounts.  The Junior Lien Representative, for itself and on behalf of the other Junior Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Junior Lien Security Document or any other Junior Lien Document shall be deemed to restrict in any way the rights and remedies of the Priority Lien Agent or the other Priority Lien Secured Parties with respect to the Collateral as set forth in this Agreement.  Notwithstanding the foregoing, subject to Section 3.05, the Junior Lien Representative, on behalf of the Junior Lien Secured Parties, may, but will have no obligation to, take all such actions (not adverse to the Priority Liens or the rights of the Priority Lien Agent and the Priority Lien Secured Parties) it deems necessary to perfect or continue the perfection of the Junior Liens in the Collateral or to create, preserve or protect (but not enforce) the Junior Liens in the Collateral.  Nothing herein shall limit the right or ability of the Junior Lien Secured Parties to (i) purchase (by credit bid or otherwise) all or any portion of the Collateral in connection with any enforcement of remedies by the Priority Lien Agent to the extent that, and so long as, the Priority Lien Secured Parties receive payment in full in cash of all Priority Lien Obligations (other than the Excess Priority Lien Obligations) after giving effect thereto or (ii) file a proof of claim with respect to the Junior Lien Obligations.

Section 3.02Standstill Periods; Permitted Enforcement Action.  

(a)Prior to the Discharge of Priority Lien Obligations and notwithstanding the foregoing Section 3.01, both before and during an Insolvency or Liquidation Proceeding: after a period of 180 days has elapsed (which period will be tolled during any period in which the Priority Lien Agent is not entitled, on behalf of the Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Collateral as a result of (i) any injunction issued by a court of competent jurisdiction or (ii) the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding) since the date on which the Junior Lien Representative has delivered to the Priority Lien Agent written notice of the acceleration of any series of Junior Lien Debt (the “Standstill Period”), the Junior Lien Representative and the other Junior Lien Secured Parties may enforce or exercise any rights or remedies with respect to any Collateral; provided, that notwithstanding the expiration of the Standstill Period or anything herein or in the Junior Lien Documents to the contrary, in no event may the Junior Lien Representative or any other Junior Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Priority Lien Agent on behalf of any or all of the Priority Lien Secured Parties or any other Priority Lien Secured Party shall

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have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Junior Lien Representatives by the Priority Lien Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, and the Junior Lien Representative shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, then for so long as the Junior Lien Representative is diligently pursuing such rights or remedies, neither any Priority Lien Secured Party nor the Priority Lien Agent shall take any action of a similar nature (other than a joinder in connection with such action or proceeding as may reasonably be considered necessary to preserve the rights of the Priority Lien Secured Parties therein) with respect to such Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding.

(b)Anything to the contrary in this Article III or in any other provision of this Agreement notwithstanding, Junior Lien Representative may:

(i)if an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Junior Lien Debt;

(ii)take any action (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Debt, or the rights of Priority Lien Agent or any other Priority Lien Secured Party to undertake enforcement actions with respect to the Collateral or otherwise) in order to create or perfect its Lien in and to the Collateral;

(iii)file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Lien Secured Parties, including any claims secured by the Collateral, if any;

(iv)file any pleadings, objections, motions or agreements which assert rights or interests available to, or exercise rights as (to the extent not prohibited by Section 4.07), unsecured creditors of the Grantors arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

(v)vote on any plan of reorganization and make any filings (including proofs of claim) and arguments and motions that are, in each case, not in contravention of the provisions of this Agreement, with respect to the Junior Lien Debt and the Collateral;

(vi)seek to enforce any of the terms of the Junior Lien Loan Documents to the extent not expressly prohibited by the other provisions of this Agreement;

(vii)join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial Lien enforcement proceeding with respect to the Collateral initiated by Priority Lien Agent (or any Priority Lien Secured Parties) to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or

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otherwise interfere with an enforcement action by Priority Lien Agent (it being understood that neither Junior Lien Collateral Agent nor any Junior Lien Secured Party shall be entitled to receive any proceeds of any Collateral unless otherwise expressly permitted herein);

(viii)bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by Priority Lien Agent or any Priority Lien Secured Party, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may only include a “credit bid” in respect of any Junior Lien Debt to the extent that, and so long as, the Priority Lien Secured Parties receive payment in full in cash of all Priority Lien Obligations (other than the Excess Priority Lien Obligations) after giving effect thereto; and

(ix)take or otherwise exercise any enforcement actions after the expiration of the Standstill Period to the extent specifically permitted in the second proviso to Section 3.02(a) or with the written consent of the Priority Lien Agent or as required by a court of competent jurisdiction.

Section 3.03Insurance.  Unless and until the Discharge of Priority Lien Obligations has occurred (subject to the terms of Section 3.02, including the rights of the Junior Lien Secured Parties following expiration of any applicable Standstill Period), the Priority Lien Agent shall have the sole and exclusive right, subject to the rights of the Grantors under the Priority Lien Documents, to adjust and settle claims in respect of Collateral under any insurance policy in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral.  Unless and until the Discharge of Priority Lien Obligations has occurred, and subject to the rights of the Grantors under the Priority Lien Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect of the Collateral shall be paid to the Priority Lien Agent pursuant to the terms of the Priority Lien Documents (including for purposes of cash collateralization of commitments, letters of credit and Hedging Obligations).  If the Junior Lien Representative or any Junior Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of the foregoing, it shall pay such proceeds over to the Priority Lien Agent.  In addition, if by virtue of being named as an additional insured or loss payee of any insurance policy of any Grantor covering any of the Collateral, the Junior Lien Representative or any other Junior Lien Secured Party, shall have the right to adjust or settle any claim under any such insurance policy, then unless and until the Discharge of Priority Lien Obligations has occurred, the Junior Lien Representative and any such Junior Lien Secured Party shall follow the instructions of the Priority Lien Agent, or of the Grantors under the Priority Lien Documents to the extent the Priority Lien Documents grant such Grantors the right to adjust or settle such claims, with respect to such adjustment or settlement (subject to the terms of Section 3.02, including the rights of the Junior Lien Secured Parties following expiration of any applicable Standstill Period).

Section 3.04Notification of Release of Collateral.  Each of the Priority Lien Agent and the Junior Lien Representative shall give prompt written notice to the other Secured Debt Representatives of the Disposition of, and release of the Lien on, any Collateral.  Such notice shall describe in reasonable detail the subject Collateral, the parties involved in such Disposition or release, the place, time manner and method thereof, and the consideration, if any, received therefor; provided, however, that the failure to give any such notice shall not in and of itself in any way impair the effectiveness of any such Disposition or release.

Section 3.05No Interference; Payment Over.

(a)No Interference.  The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees that, whether or not an Insolvency or Liquidation Proceeding has been commenced, each Junior Lien Secured Party (i) will not take or cause to be taken any action the purpose

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or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations or Priority Lien Document, or the validity, attachment, perfection or priority of any Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any foreclosure or enforcement action or exercise of rights and remedied related to or sale, transfer or other Disposition of the Collateral by any Priority Lien Secured Party or the Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the Priority Lien Agent or any other Priority Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by the Priority Lien Agent or any other Priority Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent or other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the Priority Lien Agent nor any other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent or other Priority Lien Secured Party with respect to any Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law; and

(b)Payment Over.  The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, hereby agrees that if any Junior Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Junior Lien Security Document, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable.  Furthermore, the Junior Lien Representative shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Junior Lien Secured Party and within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction may otherwise direct.  The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representative or any other Junior Lien Secured Party.  The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Priority Lien Obligations not constituting Excess Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Priority Lien Obligations.  All Junior Liens will remain attached to and enforceable against all proceeds so held or

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remitted, subject to the priorities set forth in this Agreement.  Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Junior Lien Representative or any other Junior Lien Secured Party is otherwise permitted by the Priority Lien Documents.  The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or agent of the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.05(b) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 3.05(b), which appointment is irrevocable and coupled with an interest.

Section 3.06Purchase Option.

(a)Notwithstanding anything in this Agreement to the contrary, on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding, (ii) the acceleration of the Priority Lien Obligations, (iii) the exercise or undertaking of any rights of set-off in respect of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the sixtieth (60th) day after any event of default based on non-payment of principal under any Priority Lien Document that has not been waived by the applicable Priority Lien Secured Parties or (v) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, each of the holders of the Junior Lien Debt and each of their respective designated Affiliates (the “Junior Lien Purchasers”) will have the several right, at their respective sole option, election and expense (but will not be obligated), within sixty (60) days following any such event set forth in clauses (i) through (v) above and upon prior written notice (the “Purchase Notice”) to the Priority Lien Agent, to purchase from the Priority Lien Secured Parties (A) all (but not less than all) Priority Lien Obligations (including unfunded commitments) and (B) if applicable, all loans and letters of credit (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase.  Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the Junior Lien Representative a statement of the amount of Priority Lien Debt, other Priority Lien Obligations (including unfunded commitments) and DIP Financing (including letters of credit, interest, fees, expenses and other obligations in respect of such DIP Financing) provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested to be delivered pursuant to Section 3.06(b)(ii) below.  The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days after the receipt by the Junior Lien Representative of such notice from the Priority Lien Agent, the Junior Lien Representative delivers to the Priority Lien Agent an irrevocable commitment of the Junior Lien Purchasers to purchase (A) all (but not less than all) of the Priority Lien Obligations (including unfunded commitments) and (B) if applicable, all loans and letters of credit (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such purchase on the terms set forth under this Section 3.06.  Any such Purchase Notice shall (i) designate a purchase date, (ii) set forth the identities (including legal names) of each of the Junior Lien Purchasers together with their respective percentages of the Priority Lien Obligations, unfunded commitments, and, if applicable, DIP Financing obligations, to be purchased by such Persons, (iii) identify a replacement or successor Priority Lien Agent that the Priority Lien Secured Parties (after giving effect to the purchase) appoint pursuant to the Priority Lien Collateral Trust Agreement, and (iv) state that such notice is deemed to be an irrevocable offer to the Priority Lien Secured Parties to purchase such Priority Lien Obligations on the terms set forth in this Agreement.  The Priority Lien Secured Parties shall be entitled to rely in all respects upon the information set forth in the Purchase Notice, including the identities (and legal names) of the Junior Lien Purchasers, and shall otherwise be entitled to deal exclusively with the Junior Lien Representative in connection with all aspects of the exercise of the purchase option provided for in this Section 3.06.

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(b)On the date specified by the Junior Lien Representative (on behalf of the Junior Lien Purchasers) in such irrevocable commitment (which shall not be less than five Business Days nor more than twenty (20) Business Days, after the receipt by the Priority Lien Agent of such irrevocable commitment), the Priority Lien Secured Parties shall sell to the Junior Lien Purchasers (i) all (but not less than all) Priority Lien Obligations (including unfunded commitments) and (ii) if applicable, all loans and letters of credit (and related obligations, including interest, fees and expenses)  provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such sale, subject to any required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the Priority Lien Agent receives the following:

(i)Payment in full in cash, as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of (i) all Priority Lien Obligations (excluding any outstanding letters of credit as referred to in clause (ii) below) and (ii) if applicable, all loans and letters of credit (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then outstanding (including principal, interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien Obligations the Junior Lien Purchasers shall cause the applicable agreements governing such Hedging Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the sum of any unpaid amounts then due in respect of such Hedging Obligations, calculated using the market quotation method and after giving effect to any netting arrangements;

(ii)a cash collateral deposit in such amount as the applicable Priority Lien Secured Parties that hold letters of credit determine is reasonably necessary to secure the payment of any outstanding letters of credit constituting Priority Lien Obligations that may become due and payable after such sale (but not in any event in an amount greater than one hundred five percent (105%) of the amount then reasonably estimated to be the aggregate outstanding amount of such letters of credit at such time), which cash collateral shall be (A) held by such applicable Priority Lien Secured Party as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the Junior Lien Representative (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and

(iii)any agreements, documents or instruments which the Priority Lien Secured Parties may reasonably request pursuant to which the Junior Lien Representative and the Junior Lien Purchasers in such sale expressly assume and adopt all of the obligations of the Priority Lien Agent and the Priority Lien Secured Parties under the Priority Lien Documents and in connection with loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and the Junior Lien Representative (or any other representative appointed by the holders of a majority in aggregate principal amount of the Junior Lien Indenture Notes then outstanding) becomes a successor agent thereunder.

(c)Such purchase of the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing shall be made on a pro rata basis among the Junior Lien Purchasers giving notice to the Priority Lien Agent of their interest to exercise the purchase option hereunder according to each such Junior Lien Purchaser’s portion of the Junior Lien Debt outstanding on the date of purchase or such portion as such Junior Lien Purchasers may otherwise agree among themselves.  Such purchase price and

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cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Priority Lien Agent as the Priority Lien Agent may designate in writing to the Junior Lien Representative for such purpose.  Interest shall be calculated to but excluding the Business Day on which such sale occurs if the amounts so paid by the Junior Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by the Junior Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account later than 12:00 noon, New York City time.

(d)Such sale shall be expressly made without representation or warranty of any kind by the Priority Lien Agent or the Priority Lien Secured Parties as to the Priority Lien Obligations, the Collateral or otherwise and without recourse to the Priority Lien Agent or any Priority Lien Secured Party, except that the Priority Lien Secured Parties shall represent and warrant severally as to the Priority Lien Obligations (including unfunded commitments) and any loans and letters of credit provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) that such applicable Priority Lien Secured Party owns such Priority Lien Obligations (including unfunded commitments) and any loans and letters of credit provided by any of the Priority Lien Secured Parties in connection with a DIP Financing; and (ii) that such applicable Priority Lien Secured Party has the necessary corporate or other governing authority to assign such interests.

(e)After such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain secured by the Priority Liens upon the Collateral in accordance with the applicable provisions of the Priority Lien Documents as in effect at the time of such sale, and the issuers of letters of credit will remain entitled to the benefit of the Priority Liens upon the Collateral and sharing rights in the proceeds thereof in accordance with the provisions of the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but only the Person or successor agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise enforce the Priority Liens and only the Junior Lien Purchasers in the sale will have the right to direct such Person or successor as to matters relating to the foreclosure or other enforcement of the Priority Liens.

(f)Each Grantor irrevocably consents to any assignment effected to one or more Junior Lien Purchasers pursuant to this Section 3.06 (so long as they meet all eligibility standards contained in all relevant Priority Lien Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such Priority Lien Documents) for purposes of all Priority Lien Documents and hereby agrees that no further consent from such Grantor shall be required.

(g)Notwithstanding the foregoing, the Priority Lien Agent and the Priority Lien Secured Parties shall retain any and all rights with respect to indemnification, reimbursement and other similar contingent obligations under the Priority Lien Collateral Trust Agreement, the Priority Lien Documents, the Hedge Agreements or any agreement governing Cash Management Obligations that are expressly stated to survive the termination of such applicable document, contract or agreement.

ARTICLE IV
OTHER AGREEMENTS

Section 4.01Release of Liens; Automatic Release of Junior Liens.  (a) Prior to the Discharge of Priority Lien Obligations, the Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that, in the event the Priority Lien Agent or the requisite Priority Lien Secured Parties under the Priority Lien Documents release the Priority Lien on any Collateral, the Junior Lien on such Collateral shall terminate and be released automatically and without further action if (i) such release

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is permitted under the Junior Lien Documents, (ii) such release is effected in connection with the Priority Lien Agent’s foreclosure upon, or other exercise of rights or remedies with respect to, such Collateral, or (iii) such release is effected in connection with a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition of such Collateral; provided that, in the case of each of clauses (i), (ii) and (iii), the Junior Liens on such Collateral shall attach to (and shall remain subject and subordinate to all Priority Liens securing Priority Lien Obligations, subject to the Priority Lien Cap) any proceeds of a sale, transfer or other Disposition of Collateral not paid to the Priority Lien Secured Parties or that remain after the Discharge of Priority Lien Obligations.  

(b)The Junior Lien Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Priority Lien Agent to evidence and confirm any release of Collateral provided for in this Section 4.01 and hereby appoints the Priority Lien Agent, and any officer or agent of the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.01 and taking any action and executing any instrument that may be necessary or advisable to accomplish the purposes of this Section 4.01, which appointment is irrevocable and coupled with an interest.

Section 4.02Certain Agreements With Respect to Insolvency or Liquidation Proceedings.  

(a) The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect, notwithstanding the commencement of any Insolvency or Liquidation Proceeding by or against the Company or any other Grantor or any of their respective subsidiaries or any action taken in such Insolvency or Liquidation Proceeding, including any attempted rejection under Section 365 of the Bankruptcy Code.  All references in this Agreement to the Company or any of its subsidiaries or any other Grantor will include such Person or Persons as a debtor‑in‑possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding.  For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations.

(b)If the Company or any other Grantor or any of their respective subsidiaries shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)‑in‑possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders under Section 364 of the Bankruptcy Code and/or the use of cash collateral under Section 363 of the Bankruptcy Code, the Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees that neither it nor any other Junior Lien Secured Party will raise any objection to, contest or oppose, and each Junior Lien Secured Party will waive any claim such Person may now or hereafter have related to or in connection with, any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”), or any use, sale or lease of cash collateral that constitutes Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Priority Lien Agent or the Priority Lien Secured Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral, (B) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and (II) $15.0 million, or (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than a sale or disposition pursuant to Section 363 of the Bankruptcy Code and with respect to which the Junior Lien Secured Parties are deemed to have consented pursuant to Section 4.02(d)) or require the confirmation of a plan of

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reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof).  To the extent such DIP Financing Liens are senior to, or rank pari passu with, the Priority Liens, the Junior Lien Representative will, for itself and on behalf of the other Junior Lien Secured Parties, subordinate the Junior Liens on the Collateral to the Priority Liens and to such DIP Financing Liens, so long as the Junior Lien Representative, on behalf of the Junior Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, with the same priority relative to the Priority Liens as existed prior to the commencement of the case under the Bankruptcy Code.

(c)Prior to the Discharge of Priority Lien Obligations, without the written consent of the Priority Lien Agent which consent is in its sole discretion, the Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees not to propose, support or enter into any DIP Financing.

(d)The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees that it shall be deemed to have consented to, and shall not object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral and all Priority Liens and Junior Liens will attach to the proceeds of the sale in the same respective priorities as set forth in this Agreement.  Notwithstanding the foregoing in this Section 4.02(d), if the Junior Lien Purchasers have exercised their purchase option (or have committed to exercise their purchase option) pursuant to Section 3.06(a), Section 363 Objections shall be permitted to be made by the Junior Lien Representative or any Junior Lien Secured Party, but only so long as the Junior Lien Purchasers shall not have defaulted on their obligations to consummate the purchase of the Priority Lien Debt and other obligations contemplated by Section 3.06.

(e)The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, waives any claim that it may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code.

(f)The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that neither the Junior Lien Representative nor any other Junior Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties claiming a lack of adequate protection, except that the Junior Lien Secured Parties may:

(i)freely seek and obtain relief granting adequate protection in the form of a replacement Lien co‑extensive in all respects with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the

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Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and

(ii)freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations;

(g)The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, waives any claim it or any such other Junior Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code.

(h)The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Junior Lien Representative nor any other Junior Lien Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of the Company or any other Grantor unless (i) such plan is accepted by the Class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post‑petition interest approved by the bankruptcy court, fees and expenses and cash collateralization of all letters of credit) on the effective date of such plan of reorganization, or (ii) such plan provides on account of the Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by, or granted to, the Junior Lien Representative are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral.  Except as provided herein, the Junior Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding.

(i)The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that, subject to the provisions of Section 3.02, neither the Junior Lien Representative nor any other Junior Lien Secured Party, shall seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Priority Lien Agent, which consent is in its sole discretion.

(j)Without the express written consent of the Priority Lien Agent, which consent is in its sole discretion, neither the Junior Lien Representative nor any other Junior Lien Secured Party shall (or shall join with or support any other party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of or validity of any Liens held by any Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or otherwise or (ii) oppose, object to or contest the payment to the Priority Lien Secured Parties of interest, fees or expenses, or to the cash collateralization of letters of credit under Section 506(b) of the Bankruptcy Code.

(k)Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that, any distribution or recovery they may receive in respect of any

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Collateral shall be segregated and held in trust and forthwith paid over, subject to the requirements of Section 6.01(a), to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Junior Lien Representative that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or agent of the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(k) and taking any action and executing any instrument that may be necessary or advisable to accomplish the purposes of this Section 4.02(k), which appointment is irrevocable and coupled with an interest.

(l)Without the consent of the Priority Lien Agent which is in its sole discretion, the Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees it will not file or join an involuntary bankruptcy petition or seek the appointment of an examiner or a trustee for the Company and other Grantor or any of their respective subsidiaries.

(m)Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or challenge any claim by the Junior Lien Representative or any other Junior Lien Secured Party for the allowance or payment in any Insolvency or Liquidation Proceeding of Junior Lien Obligations consisting of post-petition interest, fees or expenses pursuant to Section 506(b) of the Bankruptcy Code, to the extent of the value of the Junior Liens on the Collateral, provided that if the Priority Lien Agent or any other Priority Lien Secured Party shall have made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Junior Lien Representative or any Junior Lien Secured Party, as applicable.

(n)The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.

(o)Each of the Priority Lien Agent, on behalf of the Priority Lien Secured Parties, and the Junior Lien Representative on behalf of the Junior Lien Secured Parties, acknowledges and agrees that (a) the grants of Liens pursuant to the Priority Lien Documents and the Junior Lien Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Collateral, the Priority Lien Obligations and the Junior Lien Obligations are fundamentally different from each other, are not substantially similar to the Priority Lien Obligations within the meaning of Bankruptcy Code Section 1122(a), and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.  To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Secured Parties in respect of the Collateral constitute only one secured claim or are properly classified in one class (rather than separate claims or classes of first lien and second lien secured claims), then the Junior Lien Representative, for itself and on behalf of the other Junior Lien Secured Parties, hereby acknowledges and agrees that all distributions shall be made in accordance with Section 6.01 of this Agreement as if there were separate classes of first lien and second lien secured claims against the Company and/or other Grantors in respect of the Collateral with the effect being that (1) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Lien Secured Parties), the Priority Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest (whether at the default rate as set forth in the applicable Priority Lien Documents or otherwise in accordance with the Priority Lien Documents) (excluding, for the avoidance of doubt, any Excess Priority Lien Obligations) before any distribution is made in respect of the claims held by the Junior Lien Secured

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Parties, and (2) in accordance with Section 3.05(b), each Junior Lien Secured Party shall hold in trust for the benefit of the Priority Lien Secured Parties and forthwith turn over to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties amounts otherwise received or receivable by such Junior Lien Secured Party to the extent necessary to effectuate the intent of this section and this Agreement, even if such turnover has the effect of reducing the claim or recovery of the Junior Lien Secured Parties.  Nothing contained herein shall constitute an agreement or an acknowledgment by any party hereto or any Person bound hereby that all of the Priority Lien Obligations are to be classified as a single class or that all of the Priority Lien Obligations are substantially similar to each other.  

Section 4.03Reinstatement.  If any Priority Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of any Grantor any amount (a “Recovery”) for any reason whatsoever, then the Priority Lien Obligations shall be reinstated to the extent of such Recovery and the Priority Lien Secured Parties shall be entitled to a reinstatement of Priority Lien Obligations with respect to all such recovered amounts.  The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that if, at any time, a Junior Lien Secured Party receives notice of any Recovery, the Junior Lien Representative or any other Junior Lien Secured Party shall promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Priority Lien securing such Priority Lien Obligations and shall promptly turn any Collateral subject to any such Priority Lien then held by it over to the Priority Lien Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made.  If this Agreement shall have been terminated prior to any such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.  Any amounts received by the Junior Lien Representative or any other Junior Lien Secured Party and then in its possession or under its control on account of the Junior Lien Obligations, after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 4.03 and to the extent consistent with Section 6.01(a), be held in trust for and paid over to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties for application to the reinstated Priority Lien Obligations until the discharge thereof.  This Section 4.03 shall survive termination of this Agreement.

Section 4.04Refinancings; Additional Priority Lien Debt and Additional Junior Lien Debt.  

(a)The Priority Lien Obligations and the Junior Lien Obligations may be refinanced or replaced, in whole or in part, by, and the Company may otherwise incur, any Additional Priority Lien Debt or Additional Junior Lien Debt, as the case may be, and Additional Priority Lien Obligations or Additional Junior Lien Obligations may be incurred, in each case, subject to the requirements specified in this Agreement, but, without notice to, or the consent of any Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, that:

(i)in the case of any Additional Priority Lien Debt, (A) the Priority Lien Agent shall receive on or prior to incurrence of such indebtedness, a joinder agreement to the Priority Lien Collateral Trust Agreement and (B) (x) the aggregate outstanding principal amount of the Priority Lien Obligations, after giving effect to the incurrence of such Additional Priority Lien Debt, shall not exceed the Priority Lien Cap and (y) such Additional Priority Lien Debt satisfies any applicable requirements of the Priority Lien Collateral Trust Agreement; and

(ii)the Priority Lien Agent and Junior Lien Representative shall have received (A) an Officers’ Certificate from the Company stating that (x) the incurrence thereof is permitted by this Agreement and each applicable Secured Debt Document to be incurred, (y) such Additional Priority Lien Debt or Additional Junior Lien Debt is designated by the Company as “Priority Lien Debt”

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or “Junior Lien Debt”, as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series of Secured Debt may be designated as more than one of Priority Lien Debt or Junior Lien Debt and (z) the requirements of Section 4.06 have been satisfied, and (B) in the case of any Additional Junior Lien Debt, a Priority Confirmation Joinder from the holders or lenders of any indebtedness that refinanced or replaced the Junior Lien Obligations (or an authorized agent, trustee or other representative on their behalf).

(b)the Company will be permitted to designate as an additional holder of Junior Lien Obligations hereunder each Person who is, or who becomes, the registered holder of Junior Lien Debt incurred by the Company after the date of this Agreement in accordance with the terms of all applicable Secured Debt Documents.  The Company may effect such designation by delivering to the Priority Lien Agent and the Junior Lien Representative, each of the following:

(i)an Officers’ Certificate stating that the Company intends to incur Additional Junior Lien Obligations which will be Junior Lien Debt, which will be permitted by each applicable Secured Debt Document to be incurred and secured by a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt;

(ii)an authorized agent, trustee or other representative on behalf of the holders or lenders of any Additional Junior Lien Obligations must be designated as an additional holder of Secured Obligations hereunder and must, prior to such designation, sign and deliver on behalf of the holders or lenders of such Additional Junior Lien Obligations a Priority Confirmation Joinder, and, to the extent necessary or appropriate to facilitate such transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof; and

(iii)evidence that the Company has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations deemed necessary by the Company and the holder of such Additional Junior Lien Obligations or its Secured Debt Representative, to ensure that the Additional Junior Lien Obligations are secured by the Collateral in accordance with the Junior Lien Security Documents (provided that such filings and recordings may be authorized, executed and recorded following any incurrence on a post-closing basis if permitted by the Junior Lien Representative for such Additional Junior Lien Obligations).

For the avoidance of doubt, the deliveries set forth in clauses (i) through (iii) of Section 4.04(b) shall not be required (and shall be deemed satisfied) in connection with an issuance of additional Junior Lien Indenture Notes.

Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Debt Document.

Each of the then-exiting Priority Lien Agent and the Junior Lien Representative shall be authorized to execute and deliver such documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to any such Replacement or any incurrence of Additional Junior Lien Obligations, it being understood that the Priority Lien Agent and the Junior Lien Representative or (if permitted by the terms of the applicable Secured Debt Documents) the Grantors, without the consent of any other Secured Party or (in the case of the Grantors) one or more Secured Debt Representatives, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect

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such Replacement or incurrence all at the expense of the Grantors.  Upon the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this Agreement.

Section 4.05Amendments to Junior Lien Documents.  Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, no Junior Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Junior Lien Document, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Junior Lien Security Documents, (iii) confer any additional rights on the Junior Lien Representative or any other Junior Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents.

Section 4.06Legends.  Each of (a) the Priority Lien Agent acknowledges with respect to the Priority Lien Security Documents to which it is a party and executed after the date of this Agreement, and (b) the Junior Lien Representative acknowledges that each Junior Lien Facility and the Junior Lien Documents (other than control agreements to which both the Priority Lien Agent and the Junior Lien Representative are parties) and each associated Security Document (other than control agreements to which both the Priority Lien Agent and the Junior Lien Representative are parties) granting any security interest in the Collateral will contain the appropriate legend set forth on Annex I.

Section 4.07Junior Lien Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor.  Both before and during an Insolvency or Liquidation Proceeding, any of the Junior Lien Secured Parties may take any actions and exercise any and all rights that would be available to a holder of unsecured claims; provided, however, that the Junior Lien Secured Parties may not take any of the actions prohibited by Section 3.05(a) or Section 4.02 or any other provisions in this Agreement; provided, further, that in the event that any of the Junior Lien Secured Parties becomes a judgment lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Junior Lien Obligations, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Priority Lien Obligations) as the Junior Liens are subject to this Agreement.

Section 4.08Postponement of Subrogation.  The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Junior Lien Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of Priority Lien Obligations shall have occurred.  Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Junior Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof.

Section 4.09Acknowledgment by the Secured Debt Representatives.  Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Parties and the Junior Lien Representative, for itself and on behalf of the other Junior Lien Secured Parties, hereby acknowledges that this Agreement is a material inducement to enter into the transactions, that the Junior Lien

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Representative has relied on this Agreement to enter into the Junior Lien Facility and all documentation related thereto, and that each will continue to rely on this Agreement in their related future dealings.

ARTICLE V
GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS

Section 5.01General.  Prior to the Discharge of Priority Lien Obligations, the Priority Lien Agent agrees that if it shall at any time hold a Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any Account in which such Collateral is held, and if such Collateral or any such Account is in fact in the possession or under the control of the Priority Lien Agent, the Priority Lien Agent will serve as gratuitous bailee for the Junior Lien Representative for the sole purpose of perfecting the Junior Lien of the Junior Lien Representative on such Collateral.  It is agreed that the obligations of the Priority Lien Agent and the rights of the Junior Lien Representative and the other Junior Lien Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article II.  Notwithstanding anything to the contrary herein, the Priority Lien Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Junior Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to the Junior Lien Representative, any other Junior Lien Secured Party or any other Person for such perfection or failure to perfect, it being understood that the sole purpose of this Article is to enable the Junior Lien Secured Parties to obtain a perfected Junior Lien in such Collateral to the extent, if any, that such perfection results from the possession or control of such Collateral or any such Account by the Priority Lien Agent.  The Priority Lien Agent acting pursuant to this Section 5.01 shall not have by reason of the Priority Lien Security Documents, the Junior Lien Security Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any Priority Lien Secured Party, the Junior Lien Representative or any Junior Lien Secured Party.  Except as specifically provided herein, until the Discharge of Priority Lien Obligations, the Priority Lien Agent shall be entitled to deal with such Collateral and Accounts in accordance with the terms of this Agreement and the other Priority Lien Documents as if the Junior Liens did not exist.  The Priority Lien Agent shall not be required to take any such action requested by the Junior Lien Representative pursuant to this Section 5.01 that the Priority Lien Agent in good faith believes exposes it to any liability for expenses or other amounts, unless the Priority Lien Agent receives an indemnity with respect to such action reasonably satisfactory to it from the Junior Lien Representative and Junior Lien Secured Parties.  Subject to Section 4.03, from and after the Discharge of Priority Lien Obligations, the Priority Lien Agent shall take all such actions in its power as shall reasonably be requested by the Junior Lien Representative (at the sole cost and expense of the Grantors) to transfer possession or control of such Collateral or any such Account (in each case to the extent the Junior Lien Representative has a Lien on such Collateral or Account after giving effect to any prior or concurrent releases of Liens) to the Junior Lien Representative for the benefit of all Junior Lien Secured Parties.  From and after the Discharge of Junior Lien Obligations, and to the extent any Excess Priority Lien Obligations are outstanding, the Junior Lien Representative shall take all such actions in its power as shall reasonably be requested by the Priority Lien Agent (at the sole cost and expense of the Grantors) to transfer possession or control of such Collateral or any such Account (in each case to the extent the Priority Lien Agent has a Lien on such Collateral or Account after giving effect to any prior or concurrent releases of Liens) to the Priority Lien Agent for the benefit of all Priority Lien Secured Parties.

Section 5.02Deposit Accounts.  Prior to the Discharge of Priority Lien Obligations, to the extent that any Account is under the control of the Priority Lien Agent at any time (within the meaning of the term “control” as relates to Accounts under Articles 8 and 9 of the New York UCC), the Priority Lien Agent will act as gratuitous bailee for the Junior Lien Representative for the purpose of perfecting the Liens of the Junior Lien Secured Parties in such Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Junior Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such

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control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 5.02).  Unless the Junior Liens on such Collateral shall have been or concurrently are released, after the occurrence of Discharge of Priority Lien Obligations, the Priority Lien Agent shall, at the request of the Junior Lien Representative, cooperate with the Grantors and the Junior Lien Representative (at the expense of the Grantors) in permitting control of any other Accounts to be transferred to the Junior Lien Representative (or for other arrangements with respect to each such Accounts satisfactory to the Junior Lien Representative to be made).

ARTICLE VI
APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS

Section 6.01Application of Proceeds.  Prior to the Discharge of Priority Lien Obligations, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, Collateral or proceeds received in connection with the enforcement or exercise of any rights or remedies with respect to any portion of the Collateral will be applied:

(a)first, to the payment in full in cash of all Priority Lien Obligations that are not Excess Priority Lien Obligations, in accordance with the priorities set forth in Section 3.4(a) of the Priority Lien Collateral Trust Agreement,

(b)second, to the payment in full in cash of all Junior Lien Obligations, in accordance with the priorities set forth in Section 3.4(a) of the Junior Lien Collateral Trust Agreement,

(c)third, to the payment in full in cash of all Excess Priority Lien Obligations, in accordance with the priorities set forth in Section 3.4(a) of the Priority Lien Collateral Trust Agreement, and

(d)fourth, to the Company or as otherwise required by applicable law.

Section 6.02Determination of Amounts.  Whenever a Secured Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Priority Lien Obligations (or the existence of any commitment to extend credit that would constitute Priority Lien Obligations), Junior Lien Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Secured Debt Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Secured Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Secured Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company.  Each Secured Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company or any of their subsidiaries, any Secured Party or any other Person as a result of such determination.

ARTICLE VII
NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE;
CONSENT OF GRANTORS; ETC.

Section 7.01No Reliance; Information.  The Priority Lien Secured Parties and the Junior Lien Secured Parties acknowledge that (a) such Secured Parties have, independently and without reliance

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upon, (i) in the case of the Priority Lien Secured Parties, any Junior Lien Secured Party, and (ii) in the case of the Junior Lien Secured Parties, any Priority Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own decisions to enter into the Secured Debt Documents to which they are party, and (b) such Secured Parties will, independently and without reliance upon, (i) in the case of the Priority Lien Secured Parties, any Junior Lien Secured Party and (ii) in the case of the Junior Lien Secured Parties, any Priority Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own decisions in taking or not taking any action under this Agreement or any other Secured Debt Document to which they are party.  The Priority Lien Secured Parties and the Junior Lien Secured Parties shall have no duty to disclose to any Junior Lien Secured Party or to any Priority Lien Secured Party, as the case may be, any information relating to the Company or any of the other Grantors, or any other circumstance bearing upon the risk of non-payment of any of the Priority Lien Obligations or the Junior Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates.  In the event any Priority Lien Secured Party or any Junior Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Junior Lien Secured Party or any Priority Lien Secured Party, as the case may be, it shall be under no obligation (a) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (b) to provide any additional information or to provide any such information on any subsequent occasion or (c) to undertake any investigation.

Section 7.02No Warranties or Liability.  

(a)The Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Junior Lien Representative nor any other Junior Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Junior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

(b)The Junior Lien Representative, for itself and on behalf of the other Junior Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

(c)The Priority Lien Agent and the other Priority Lien Secured Parties shall have no express or implied duty to the Junior Lien Representative or any other Junior Lien Secured Party, and the Junior Lien Representative and the other Junior Lien Secured Parties shall have no express or implied duty to the Priority Lien Agent or any other Priority Lien Secured Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default under any Priority Lien Document and any Junior Lien Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with.

(d)The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, hereby waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any actions which the Priority Lien Agent or such Priority Lien Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Collateral, the maintenance and preservation of any

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Collateral, and actions with respect to the collection of any claim for all or only part of the Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations.  

Section 7.03Obligations Absolute.  The Lien priorities provided for herein and the respective rights, interests, agreements and obligations hereunder of the Priority Lien Agent, the other Priority Lien Secured Parties, the Junior Lien Representative and the other Junior Lien Secured Parties shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any Secured Debt Document;

(b)any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Junior Lien Obligation or the Priority Lien Obligations, it being specifically acknowledged that a portion of the Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed;

(c)any amendment, waiver or other modification, whether by course of conduct or otherwise, of any Secured Debt Document;

(d)the securing of any Priority Lien Obligations or Junior Lien Obligations with any additional collateral or guarantees, or any exchange, release, voiding, avoidance or non‑perfection of any security interest in any Collateral or any other collateral or any release of any guarantee securing any Priority Lien Obligations or Junior Lien Obligations;

(e)the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

(f)any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the Priority Lien Obligations, the Junior Lien Obligations, or this Agreement.

Section 7.04Grantors Consent.  Each Grantor hereby consents to the provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Grantors under the Secured Debt Documents will in no way be diminished or otherwise affected by such provisions or arrangements (except as expressly provided herein).

ARTICLE VIII
REPRESENTATIONS AND WARRANTIES

Section 8.01Representations and Warranties of Each Party.  Each party hereto represents and warrants to the other parties hereto as follows:

(a)Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.

(b)This Agreement has been duly executed and delivered by such party.

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Section 8.02Representations and Warranties of Each Representative.  Each of the Priority Lien Agent and the Junior Lien Representative represents and warrants to the other parties hereto that it is authorized under the Priority Lien Collateral Trust Agreement and the Junior Lien Facility, as the case may be, to enter into this Agreement.

ARTICLE IX
MISCELLANEOUS

Section 9.01Notices.  All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a)if to the Priority Lien Agent, to it at:

U.S. Bank National Association

13737 Noel Road, Suite 800

Dallas, Texas 75240

Facsimile Number: (972) 581-1670

Attention: Global Corporate Trust Services

 

With a copy to (which shall not constitute notice):

McGuire, Craddock & Strother, P.C

500 North Akard, Suite 2200

Dallas, Texas 75201

Facsimile No.: (214) 954-6868

Attention: Jonathan Thalheimer

(b)if to the Junior Lien Representative, to it at:

U.S. Bank National Association

13737 Noel Road, Suite 800

Dallas, Texas 75240

Facsimile Number: (972) 581-1670

Attention: Global Corporate Trust Services

 

With a copy to (which shall not constitute notice):

McGuire, Craddock & Strother, P.C

500 North Akard, Suite 2200

Dallas, Texas 75201

Facsimile No.: (214) 954-6868

Attention: Jonathan Thalheimer

(c)if to any other Secured Debt Representative, to such address as specified in the Priority Confirmation Joinder.

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications

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given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to in writing among the Company, the Priority Lien Agent and the Junior Lien Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person.

Section 9.02Waivers; Amendment.  (a) No failure or delay on the part of any party hereto in exercising any right or power 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 a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b)Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Secured Debt Representative; provided, however, that this Agreement may be amended from time to time as provided in Section 4.04.  Any amendment of this Agreement that is proposed to be effected without the consent of a Secured Debt Representative as permitted by the proviso to the preceding sentence shall be submitted to such Secured Debt Representative for its review at least 5 Business Days prior to the proposed effectiveness of such amendment.

Section 9.03Actions Upon Breach; Specific Performance.  (a) Prior to the Discharge of Priority Lien Obligations, if any Junior Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

(b)Prior to the Discharge of Priority Lien Obligations, should any Junior Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Junior Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Junior Lien Representative on behalf of each Junior Lien Secured Party that (I) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Junior Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.

33


 

Section 9.04Parties in Interest.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.  No other Person will be entitled to rely on, have the benefit of or enforce this Agreement.

Section 9.05Survival of Agreement.  All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

Section 9.06Counterparts.  This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 9.07Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.08Governing Law; Jurisdiction; Consent to Service of Process.  (a) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO SECTION 5‑1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

(b)Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  

(c)Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section 9.08.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.09WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

34


 

OUT OF OR RELATING TO THIS AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.10Headings.  Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 9.11Provisions Solely to Define Relative Rights.  The provisions of this Agreement are and are intended solely for the purpose of defining the distinct and separate relative rights of the Priority Lien Secured Parties and the Junior Lien Secured Parties.  None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Priority Lien Documents, or the Junior Lien Documents, as applicable), and except as expressly provided in this Agreement neither the Company nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article VII and Article IX).  Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Secured Debt Documents as and when the same shall become due and payable in accordance with their terms.  Notwithstanding anything to the contrary herein or in any Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any Priority Lien Document or any Junior Lien Document with respect to any Collateral in any manner that would cause a default under any Priority Lien Document.

Section 9.12Certain Terms Concerning the Junior Lien Representative.  The Junior Lien Representative is executing and delivering this Agreement solely in its capacity as such and pursuant to direction set forth in the Junior Lien Documents; and in so doing, the Junior Lien Representative shall not be responsible for the terms or sufficiency of this Agreement for any purpose.  The Junior Lien Representative shall have no duties or obligations under or pursuant to this Agreement other than such duties and obligations as may be expressly set forth in this Agreement as duties and obligations on its part to be performed or observed.  In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to the Agreement, the Junior Lien Representative shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Junior Lien Documents.

Section 9.13Certain Terms Concerning the Priority Lien Agent and the Junior Lien Representative.  None of the Priority Lien Agent or the Junior Lien Representative shall have any liability or responsibility for the actions or omissions of any other Secured Party, or for any other Secured Party’s compliance with (or failure to comply with) the terms of this Agreement.  None of the Priority Lien Agent or the Junior Lien Representative shall have individual liability to any Person if it shall mistakenly pay over or distribute to any Secured Party (or the Company or any other Grantor) any amounts in violation of the terms of this Agreement, so long as the Priority Lien Agent or the Junior Lien Representative, as the case may be, is acting in accordance with the standards applicable to it pursuant to the Priority Lien Collateral Trust Agreement or the Junior Lien Collateral Trust Agreement, as applicable.  Each party hereto hereby acknowledges and agrees that each of the Priority Lien Agent and the Junior Lien Representative is entering into this Agreement solely in its capacity under the Priority Lien Documents and the Junior Lien Documents, respectively, and not in its individual capacity.  The Priority Lien Agent shall not be deemed to owe any fiduciary duty to the Junior Lien Representative or any other Junior Lien

35


 

Representative or any other Junior Lien Secured Party; and the Junior Lien Representative shall not be deemed to owe any fiduciary duty to the Priority Lien Agent or any other Priority Lien Secured Party.

Section 9.14Authorization of Secured Agents.  By accepting the benefits of this Agreement and the other Priority Lien Security Documents, each Priority Lien Secured Party authorizes the Priority Lien Agent to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith.  By accepting the benefits of this Agreement and the other Junior Lien Security Documents, each Junior Lien Secured Party authorizes the Junior Lien Representative to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith.  

Section 9.15Further Assurances.  Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Party, the Junior Lien Representative, for itself and on behalf of the other Junior Lien Secured Parties, and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, or will cause to be executed, any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the Priority Lien Agent or the Junior Lien Representative may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein.

Section 9.16Relationship of Secured Parties.  Nothing set forth herein shall create or evidence a joint venture, partnership or an agency or fiduciary relationship among the Secured Parties.  None of the Secured Parties nor any of their respective directors, officers, agents or employees shall be responsible to any other Secured Party or to any other Person for any Grantor’s solvency, financial condition or ability to repay the Priority Lien Obligations or the Junior Lien Obligations, or for statements of any Grantor, oral or written, or for the validity, sufficiency or enforceability of the Priority Lien Documents or the Junior Lien Documents, or any security interests granted by any Grantor to any Secured Party in connection therewith.  Each Secured Party has entered into its respective financing agreements with the Grantors based upon its own independent investigation, and none of the Priority Lien Agent or the Junior Lien Representative makes any warranty or representation to the other Secured Debt Representatives or the Secured Parties.

Section 9.17Priority Lien Agent.

(a)The parties acknowledge that all of the rights, protections, immunities and powers (including, without limitation, the right to indemnification) applicable to U.S. Bank National Association as Collateral Trustee under the Priority Lien Collateral Trust Agreement are hereby incorporated by reference and shall be applicable to U.S. Bank National Association as Priority Lien Agent under this Agreement as if fully set forth herein.

(b)It is understood that any reference to the Priority Lien Agent taking any action, making any determinations, requests, directions, consents or elections, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any rights or duties under this Agreement shall be pursuant to written direction from the Controlling Priority Lien Representative (as defined in the Priority Lien Collateral Trust Agreement).

[SIGNATURES BEGIN NEXT PAGE]

 

 

36


 

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

 

as Priority Lien Agent


By:
Name:
Title:


Signature Page
Intercreditor Agreement


 

as Junior Lien Representative


By:

Name:

Title:


Signature Page
Intercreditor Agreement


 

ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

CSI COMPRESSCO LP

By: CSI Compressco GP Inc., its general partner

 

By:

Name:
Title:

 

CSI COMPRESSCO FINANCE INC.

By:

Name:

Title:

 

 

 

 

 

 

Signature Page
Intercreditor Agreement


 

ANNEX I

Provision for each Junior Lien Facility and all Junior Lien Documents

Reference is made to the Intercreditor Agreement, dated as of June 12, 2020, between U.S. Bank National Association, as Priority Lien Agent (as defined therein), and U.S. Bank National Association, as Junior Lien Representative (as defined therein) (the “Intercreditor Agreement”).  Each holder of any Junior Lien Obligations (as defined in the Intercreditor Agreement), by its acceptance of such Junior Lien Obligations (i) consents to the subordination of Liens (as defined in the Intercreditor Agreement) provided for in the Intercreditor Agreement, (ii) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (iii) authorizes and instructs the Junior Lien Representative on behalf of each Junior Lien Secured Party (as defined in the Intercreditor Agreement) to enter into the Intercreditor Agreement as Junior Lien Representative on behalf of such Junior Lien Secured Parties.  The foregoing provisions are intended as an inducement to the lenders under the Priority Lien Documents to extend credit to the Company and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

Provision for all Priority Lien Security Documents and all Junior Lien Security Documents that Grant a Security Interest in Collateral

Reference is made to the Intercreditor Agreement dated as of June 12, 2020, between U.S. Bank National Association, as Priority Lien Agent (as defined therein), and U.S. Bank National Association, as Junior Lien Representative (as defined therein) (the “Intercreditor Agreement”).  Each Person (as defined in the Intercreditor Agreement) that is secured hereunder, by accepting the benefits of the security provided hereby, (i) [consents (or is deemed to consent), to the subordination of Liens (as defined in the Intercreditor Agreement) provided for in the Intercreditor Agreement,]4 [(i)][(ii)] agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, [(ii)][(iii)] authorizes (or is deemed to authorize) the [Priority Lien Agent] [Junior Lien Representative] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and [(iii)][(iv)] acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person.

Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement and, to the extent provided therein, the applicable Security Documents (as defined in the Intercreditor Agreement).  In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control with respect to matters relating to the priority of liens.

 

 

 

4 

This bracketed language would not apply to the Priority Lien Security Documents.

Annex I - 1


 

EXHIBIT A
to Intercreditor Agreement

[FORM OF]
PRIORITY CONFIRMATION JOINDER

Reference is made to the Intercreditor Agreement, dated as of [  ], 20[  ] (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Intercreditor Agreement”) between U.S. Bank National Association, as Priority Lien Agent for the Priority Lien Secured Parties (as defined therein), and

, as Junior Lien Representative for the Junior Lien Secured Parties (as defined therein).

Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Intercreditor Agreement.  This Priority Confirmation Joinder is being executed and delivered pursuant to Section 4.04 [(a)][(b)] of the Intercreditor Agreement as a condition precedent to the debt for which the undersigned is acting as representative being entitled to the rights and obligations of being Additional Junior Lien Obligations under the Intercreditor Agreement.

1.Joinder.  The undersigned, [_______________], a [_______________], (the “New Representative”) as [trustee] [collateral agent] [administrative agent] [collateral trustee] under that certain [describe applicable indenture, credit agreement or other document governing the Additional Junior Lien Obligations] hereby:

(a)represents that the New Representative has been authorized to become a party to the Intercreditor Agreement on behalf of the [Priority Lien Secured Parties under a Priority Substitute Credit Facility] [Indenture Junior Lien Secured Parties under the Junior Lien Substitute Facility] [Additional Junior Lien Secured Parties under the Additional Junior Lien Facility] as [a Priority Lien Agent under a Priority Substitute Credit Facility] [a Junior Lien Representative under a Junior Lien Substitute Facility] [Secured Debt Representative] [Junior Lien Representative] under the Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and

(b)agrees that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows:

[Address];

2.Priority Confirmation.

[Option A:  to be used if additional debt constitutes Priority Lien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as administrative agent hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens.  [or]

[Option B:  to be used if additional debt constitutes a Series of Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt [that constitutes Junior Lien Substitute Facility] for which the undersigned is acting as [Junior Lien Representative][Junior Lien Representative] hereby agrees, for the benefit of all

Exhibit A - 1


 

Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that:

(a)all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of such Series of Junior Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Junior Lien Representative with respect to such Series of Junior Lien Debt for the benefit of all Junior Lien Secured Parties equally and ratably;

(b)the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and Junior Liens and the order of application of proceeds from enforcement of Priority Liens and Junior Liens; and

(c)the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative appoints the Junior Lien Representative and consents to the terms of the Intercreditor Agreement and the performance by the Junior Lien Representative of, and directs the Junior Lien Representative to perform, its obligations under the Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.

3.Full Force and Effect of Intercreditor Agreement.  Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

4.Governing Law and Miscellaneous Provisions.  The provisions of Article IX of the Intercreditor Agreement will apply with like effect to this Priority Confirmation Joinder.

5.Expenses.  The Company and the other Grantors agree to reimburse each Secured Debt Representative for its reasonable out of pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.


Exhibit A - 2


 

IN WITNESS WHEREOF, the parties hereto have caused this Priority Confirmation Joinder to be executed by their respective officers or representatives as of [______________, 20____].

insert name of New Representative]


By:
Name:
Title:

 

The Priority Lien Agent hereby acknowledges receipt of this Priority Confirmation Joinder [and agrees to act as Priority Lien Agent for the New Representative and the holders of the Obligations represented thereby]:

U.S. Bank National Association
as Priority Lien Agent

By:

Name:

Title:

 

The Junior Lien Representative hereby acknowledges receipt of this Priority Confirmation Joinder [and agrees to act as Junior Lien Representative for the New Representative and the holders of the Obligations represented thereby]:


as Junior Lien Representative


By:
Name:
Title:


Exhibit A - 3


 

 

 

 

 

 

 

 

 

Acknowledged and Agreed to by:

 

CSI COMPRESSCO LP

By: CSI Compressco GP Inc., its general partner



By:
Name:
Title:

CSI COMPRESSCO FINANCE INC.


By:

Name:

Title:

 

 

 

 

 

Exhibit A - 4


 

EXHIBIT B
to Intercreditor Agreement


SECURITY DOCUMENTS

Part A:

 

1.

The Pledge and Security Agreement, dated as of March 22, 2018 among the Grantors, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee.

 

2.

The Trademark Security Agreement, dated as of March 22, 2018 among the Grantors, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee.

 

3.

The Collateral Trust Agreement, dated as of March 22, 2018 (as supplemented by the Additional Secured Debt Designation dated as of the date hereof), among the Grantors, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee.

Part B:

 

1.

The Second Lien Pledge and Security Agreement, dated as of the date hereof among the Grantors, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee.

 

2.

The Second Lien Trademark Security Agreement, dated as of the date hereof among the Grantors, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee.

 

3.

The Second Lien Collateral Trust Agreement, dated as of the date hereof (as supplemented by the Additional Secured Debt Designation dated as of the date hereof), among the Grantors, U.S. Bank National Association, as indenture trustee, and U.S. Bank National Association, as collateral trustee.

 

 

Exhibit B - 1

Exhibit 99.1

CSI Compressco LP Announces Final Results and Expiration of

Exchange Offer and Consent Solicitation

•  $215 million of Unsecured Notes tendered

•  2022 maturities reduced from $296 million to $81 million

•  No increase in cash interest expense

THE WOODLANDS, Texas, June 11, 2020 / PRNewswire / CSI Compressco LP (“CSI Compressco” or the “Partnership”) (NASDAQ: CCLP) today announced the results of its offer to exchange for its outstanding principal amount of 7.25% Senior Unsecured Notes due 2022 for newly issued 7.50% Senior Secured First Lien Notes due 2025 and 10.0%/10.75% Senior Secured Second Lien Notes due 2026, upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated April 17, 2020, as amended and supplemented as of the date hereof.  The exchange offer expired on June 10, 2020.

As of the expiration time, approximately $215 million principal amount of unsecured notes had been validly tendered in the exchange offer, representing 72.7% of the outstanding unsecured notes. Accordingly, the Partnership has received consents sufficient to approve the proposed amendments to the indenture governing the unsecured notes, and the Partnership and the trustee for the unsecured notes will enter into a supplemental indenture containing such proposed amendments. The proposed amendments will become operative upon settlement of the exchange offer, which is expected to occur on June 12, 2020 (the “Settlement Date”).

As a result of the exchange offer, the outstanding principal amount of the Partnership’s unsecured notes has been reduced from $296 million to $81 million. The Partnership’s new maturity schedule for its senior notes following the exchange offer is as follows:

Debt Maturity Schedule Following Exchange Offer

(dollars in millions)

Principal

Maturity Date

Coupon

Annual Cash Interest Expense

First Lien Notes(a)

$            400.0

April 2025

              7.50%

$                    30.0

Second Lien Notes(b)

$            155.5

June 2026

7.25% + 3.50%

$                    11.3

Unsecured Notes

$              80.7

August 2022

              7.25%

$                      5.9

Total

$            636.2

 

 

$                    47.2

(a)  Includes the new first lien notes issued in the exchange offer and $350 million of first lien notes due 2025 issued in March 2018.

(b)  At the Partnership’s election, the coupon is 10.0% in cash or 7.25% in cash plus 3.50% in kind. Interest expense of $11.3 million assumes the interest is paid in kind, increasing the principal amount outstanding.

 


 

Prior to the exchange offer, the Partnership’s maturity schedule for its senior notes was as follows:

Debt Maturity Schedule Prior to Exchange Offer

(dollars in millions)

Principal

Maturity Date

Coupon

Annual Cash Interest Expense

First Lien Notes

$            350.0

April 2025

7.50%

$                    26.3

Unsecured Notes

$            295.9

August 2022

7.25%

$                    21.5

Total

$            645.9

 

 

$                    47.8

 

Eligible holders who validly tendered their unsecured notes will receive $900 in principal amount of new first lien notes or, as applicable and subject to proration described below, $975 in principal amount of new second lien notes for each $1,000 principal amount of unsecured notes tendered. Participating eligible holders will also receive accrued and unpaid interest in cash on unsecured notes accepted for exchange from the last interest payment date up to, but not including, the Settlement Date.

The new notes to be issued in the exchange offer will consist of $50.0 million principal amount of new first lien notes and $155.5 million of new second lien notes. The amount of new first lien notes issued to each tendering eligible holder will be determined based on the amount of unsecured notes tendered by such eligible holder times a proration factor of 25.8%. The portion of tendered unsecured notes that are not exchanged into new first lien notes as a result of any such proration will be exchanged for new second lien notes.

The exchange offer is subject to certain conditions, which are expected to be satisfied on or prior to the Settlement Date.

The new notes were offered in reliance on exemptions from registration under the Securities Act of 1933, as amended. The new notes have not be registered under the Securities Act, or any other applicable securities laws and, unless so registered, the new notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the new notes.

Cautionary Note Regarding Forward-Looking Statements

Certain information included in this press release contains statements that are forward-looking. The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “should” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. Factors that could cause such differences in future results include, but are not limited to, the risks described in the Confidential Offering Memorandum and Consent Solicitation Statement dated April 17, 2020, as amended and supplemented as of the date hereof, related to the exchange offer and consent solicitation.

About CSI Compressco LP

CSI Compressco is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage. CSI Compressco’s compression and related services business includes a fleet of more than 5,200 compressor packages providing approximately 1.19 million in aggregate horsepower, utilizing a full spectrum of low-, medium- and high-horsepower engines.  CSI Compressco also provides well monitoring and automated sand separation services in conjunction with compression and related services in certain Latin American markets. CSI Compressco’s aftermarket business provides compressor package reconfiguration and maintenance services, as well as the sale of compressor package parts and components manufactured by third-party

 


suppliers. CSI Compressco’s customers comprise a broad base of natural gas and oil exploration and production, midstream, transmission, and storage companies operating throughout many of the onshore producing regions of the United States, as well as in a number of foreign countries, including Mexico, Canada and Argentina. CSI Compressco is managed by CSI Compressco GP Inc., which is an indirect, wholly owned subsidiary of TETRA Technologies, Inc. (NYSE: TTI).

For further information:

Elijio Serrano

CFO, CSI Compressco LP

The Woodlands, Texas

Phone: (281) 367-1983

www.compressco.com