300,000,000 9 1/4% Senior Notes due 2015Registration Rights Agreement • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 23, 2009, among PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (the “Company”), PINNACLE FOODS FINANCE CORP., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) the guarantors listed on Schedule I hereto (the “Guarantors”) and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Barclays Capital Inc. as the representatives of the Initial Purchasers named in Annex A to the Purchase Agreement (as defined below) (together, the “Representatives”).
CREDIT AGREEMENT Dated as of April 2, 2007 among PEAK FINANCE LLC (to be merged with and into PINNACLE FOODS FINANCE LLC), as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, Collateral...Credit Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 2, 2007, among PEAK FINANCE LLC (“Finance Sub” and, prior to the Merger (as defined below), the “Borrower”), a Delaware limited liability company to be merged with and into PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (“New Crunch” and, after the Merger, the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, MIZUHO CORPORATE BANK, Ltd. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENT (Jeffrey P. Ansell; Chief Executive Officer)Employment Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated April 2, 2007 by and between Crunch Holding Corp. (the “Company”) and Jeffrey P. Ansell (the “Executive”).
SECURITY AGREEMENT dated as of April 2, 2007 among PEAK FINANCE LLC (to be merged with and into PINNACLE FOODS FINANCE LLC), as Borrower PEAK FINANCE HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF BORROWER AND HOLDINGS IDENTIFIED HEREIN and LEHMAN...Security Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
SECURITY AGREEMENT dated as of April 2, 2007, among PEAK FINANCE LLC (“Finance Sub” and, prior to the Merger, the “Borrower”), a Delaware limited liability company to be merged with and into PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (“New Crunch” and, after the Merger, the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Collateral Agent for the Secured Parties (as defined below).
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-2 Units, B-1 Units, B-2 Units and B-3 Units)Management Unit Subscription Agreement • August 12th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • Delaware
EBITDA with respect to any fiscal period shall be as determined in good faith by the Board. EBITDA Targets and Cumulative EBITDA Targets will be adjusted from time to time by the Board as it deems necessary in light of acquisitions, dispositions and other transactions that impact the Company’s operations.
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 2, 2007 among PEAK FINANCE LLC (TO BE MERGED WITH AND INTO PINNACLE FOODS FINANCE LLC), as Borrower PEAK FINANCE HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF BORROWER AND HOLDINGS...Intellectual Property Security Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 2, 2007, among PEAK FINANCE LLC (“Finance Sub” and, prior to the Merger, the “Borrower”), a Delaware limited liability company to be merged with and into PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (“New Crunch” and, after the Merger, the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Collateral Agent for the Secured Parties (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT of PINNACLE FOODS GROUP LLCLimited Liability Company Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
The undersigned is executing this Limited Liability Company Agreement (the “Agreement”) as of September 21, 2007, for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the “Act”), and does hereby agree as follows:
ContractTransaction and Advisory Fee Agreement • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • New York
THIS AMENDED AND RESTATED TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of December 23, 2009 and is between Pinnacle Foods Finance LLC, a Delaware limited liability company (together with its successors, the “Company”) and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”). Capitalized terms used in this Agreement and not defined herein shall be as defined in the Stock Purchase Agreement, dated as of November 18, 2009 (the “Stock Purchase Agreement”), among Birds Eye Holdings LLC, a Delaware limited liability company (“Seller”), Birds Eye Foods, Inc., a Delaware corporation (“Birds Eye”), and Pinnacle Foods Group LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Pinnacle Opco”).
GUARANTY dated as of April 2, 2007 among PEAK FINANCE HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF BORROWER AND HOLDINGS IDENTIFIED HEREIN and LEHMAN COMMERCIAL PAPER INC., as Administrative AgentGuaranty • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
GUARANTY dated as of April 2, 2007, among PEAK FINANCE HOLDINGS LLC (“Holdings”), certain Subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products
This Second Amendment to Credit Agreement (this “Amendment”) is dated as of December 23, 2009 and is entered into by and among Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Borrower’’), Peak Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Barclays Bank PLC (“Barclays”), as Administrative Agent (“Administrative Agent”), the Revolving Commitment Increase Lenders (as defined below), the Tranche C Term Lenders (as defined below) and, for purposes of Sections IV and V hereof, the Guarantors listed on the signature papers hereto, and is made with reference to that certain Credit Agreement, dated as of April 2, 2007 (as amended by that certain First Amendment, Resignation, Waiver, Consent and Appointment Agreement, dated as of December 4, 2009, and as further amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, Holdings, the Lenders party thereto from time to time, the Administrative Agent,
ContractSupplemental Indenture • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 23, 2009, among Birds Eye Foods, Inc., a Delaware corporation, Birds Eye Holdings, Inc., a Delaware corporation, Birds Eye Group, Inc., a Delaware corporation, Kennedy Endeavors Incorporated, a Washington corporation, Seasonal Employers, Inc., a New York corporation, BEMSA Holding, Inc., a Delaware corporation, GLK Holdings, Inc., a Delaware corporation, GLK, LLC, a Delaware limited liability company and Rochester Holdco, LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries), subsidiaries of Pinnacle Foods Finance LLC, a Delaware limited liability company (together with Pinnacle Foods Finance Corp., a Delaware corporation, the “Issuers”), and Wilmington Trust Company, as trustee (the “Trustee”).
SECURITYHOLDERS AGREEMENT DATED AS OF APRIL 2, 2007 AMONG PEAK HOLDINGS LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
This Securityholders Agreement (this “Agreement”) is entered into as of April 2, 2007 by and among (i) Peak Holdings LLC, a Delaware limited liability company (the “Company”), (ii) Blackstone Capital Partners V L.P., a Delaware limited partnership (“BCP”), (iii) Blackstone Capital Partners V-AC L.P., a Delaware limited partnership (“BCP V-AC”), (iv) Blackstone Family Investment Partnership V L.P., a Delaware limited partnership (“BFIP V”), (v) Blackstone Family Investment Partnership V-A L.P., a Delaware limited partnership (“BFIP V-A”), (vi) Blackstone Participation Partnership V L.P., a Delaware limited partnership (“BPP V” and, together with BCP, BCP V-AC, BFIP V and BFIP V-A, “Blackstone”), (vii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively, the “Employees”), and (viii) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Blackstone, the Employees
SEPARATION AGREEMENTSeparation Agreement • August 12th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products
This Separation Agreement (“Agreement”), dated as of July 31, 2009, is entered into by and among Jeffrey P. Ansell (“Ansell”), Crunch Holding Corp. (the “Company”) and Peak Holdings LLC (“Holdings”). For the purposes of this Agreement, (x) the Company, Holdings and each of their respective subsidiaries and affiliates shall collectively mean the “Company Group” and (y) each member of the Company Group, together with its successors, subsidiaries, officers, directors and each holder, directly or indirectly (as of the date of this Agreement), of at least ten percent (10%) of the outstanding common stock of the Company or membership interests of Holdings are collectively referred to as the “Beneficiaries.”
Peak Holdings LLC One Old Bloomfield Road Mountain Lakes, New Jersey 07046 February 27, 2009Pinnacle Foods Finance LLC • March 3rd, 2009 • Food and kindred products • Delaware
In light of recent events impacting the economy and the performance of Peak Holdings LLC (“Holdings”), the Management Committee of Holdings (the “Board”) has decided to modify the terms of your additional incentive bonus opportunity, and as such, the letter agreement dated June 11, 2007 entered into by and between you and Holdings shall be replaced and superseded in its entirety by the terms and subject to the conditions set forth in this letter agreement. This bonus opportunity is intended to modify the Target Annual Bonus set forth in that certain employment agreement entered into by and between you and Crunch Holding Corp. (the “Company”), dated April 2, 2007 (the “Employment Agreement”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement.
Crunch Holding Corp. One Bloomfield Avenue Mountain Lakes, NJ 07046 March 8, 2011Pinnacle Foods Finance LLC • March 10th, 2011 • Food and kindred products • Delaware
In accordance with Section 11(b) of the Employment Agreement and effective as of the date of this letter agreement (the “Letter Agreement”), the Employment Agreement is hereby amended as set forth below:
FIFTH AMENDMENT AND RESTATEMENT AGREEMENT Dated as of April 17, 2012 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent...And Restatement Agreement • August 8th, 2012 • Pinnacle Foods Finance LLC • Food and kindred products
This FIFTH AMENDMENT AND RESTATEMENT, dated as of April 17, 2012 (this “Agreement”), is entered into by and among PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Guarantors, the several banks and other financial institutions or entities listed on the signature pages hereto as lenders (collectively, the “Signing Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined in Section 2.2 below).
ContractSupplemental Indenture • May 9th, 2012 • Pinnacle Foods Finance LLC • Food and kindred products • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 23, 2009, among Pinnacle Foods Group LLC, a Delaware limited liability company and Pinnacle Foods International Corp., a Delaware corporation, (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries), subsidiaries of Pinnacle Foods Finance LLC, a Delaware limited liability company (together with Pinnacle Foods Finance Corp., a Delaware corporation, the “Issuers”), and Wilmington Trust Company, as trustee (the “Trustee”).
Crunch Holding Corp. One Old Bloomfield Mountain Lakes, New Jersey 07046Director Agreement • August 12th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products
On April 2, 2007, you and Crunch Holding Corp. (the “Company”) entered into the Director Services Agreement, dated April 2, 2007 (the “Services Agreement”) pursuant to which you currently serve as the Executive Director of the Company and the Executive Chairman of the Management Committee of both the Company and Peak Holdings LLC (“Holdings”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Services Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CRUNCH HOLDING CORP., PEAK HOLDINGS LLC, PEAK ACQUISITION CORP AND PEAK FINANCE LLC DATED AS OF FEBRUARY 10, 2007Agreement and Plan of Merger • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 10, 2007, by and among Crunch Holding Corp., a Delaware corporation (“Company”), Peak Holdings LLC, a Delaware limited liability company (“Parent”), Peak Acquisition Corp, a Delaware corporation and a wholly-owned subsidiary of Parent (“Buyer”) and Peak Finance LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Buyer (“Finance Sub”). Unless defined herein, capitalized terms used in this Agreement are defined in Exhibit A.
STOCK INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTStock Incentive Plan • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of , 2007 (the “Date of Grant”), between Crunch Holding Corp. (the “Company”) and (the “Participant”).
TAX SHARING AGREEMENTTax Sharing Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
TAX SHARING AGREEMENT, made as of November 25, 2003, by and among Crunch Holding Corp., a Delaware corporation having its principal place of business at 1221 Avenue of the Americas, 39th Floor, New York, New York 10020 (“Holding”), and those corporations that have executed this Agreement and whose names and principal places of business are set forth on Exhibit A hereto (all of which are direct or indirect domestic subsidiaries of Holding and are includible in the consolidated Federal income tax return of the affiliated group (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”)) of which Holding is the common parent corporation (hereinafter, the “Holding Group”) for the fiscal year ended June 30, 2003), and such other parties as may become members of the Holding Group in subsequent fiscal years for which Holding files a consolidated Federal income tax return as the common parent corporation of an affiliated group, and who execute this Agreeme
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PINNACLE FOODS FINANCE LLCLimited Liability Company Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
The undersigned is executing this Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Pinnacle Foods Finance LLC (the “Company”) as of April 2, 2007.
TAX SHARING AGREEMENTTax Sharing Agreement • May 11th, 2011 • Pinnacle Foods Finance LLC • Food and kindred products • New York
TAX SHARING AGREEMENT (the “Agreement”), made as of November 25, 2003, by and among Crunch Holding Corp., a Delaware corporation having its principal place of business at 1221 Avenue of the Americas, 39th Floor, New York, New York 10020 (“Holding”), and those corporations (or entities owned by any such corporation that are disregarded as separate from any such corporation for U.S. federal income tax purposes) that have executed this Agreement and whose names and principal places of business are set forth on Exhibit A hereto (all of which are direct or indirect domestic subsidiaries of Holding and are includible in the consolidated Federal income tax return of the affiliated group (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”)) of which Holding is the common parent corporation (or is an entity disregarded as separate from any such domestic subsidiary for U.S. federal income tax purposes) (hereinafter, the “Holding Group”) for the fiscal
TAX SHARING AGREEMENTTax Sharing Agreement • March 10th, 2011 • Pinnacle Foods Finance LLC • Food and kindred products • New York
TAX SHARING AGREEMENT (the “Agreement”), made as of November 25, 2003, by and among Crunch Holding Corp., a Delaware corporation having its principal place of business at 1221 Avenue of the Americas, 39th Floor, New York, New York 10020 (“Holding”), and those corporations (or entities owned by any such corporation that are disregarded as separate from any such corporation for U.S. federal income tax purposes) that have executed this Agreement and whose names and principal places of business are set forth on Exhibit A hereto (all of which are direct or indirect domestic subsidiaries of Holding and are includible in the consolidated Federal income tax return of the affiliated group (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”)) of which Holding is the common parent corporation (or is an entity disregarded as separate from any such domestic subsidiary for U.S. federal income tax purposes) (hereinafter, the “Holding Group”) for the fiscal
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 9th, 2012 • Pinnacle Foods Finance LLC • Food and kindred products • New York
This Agreement made this 19 day of August, 2002, by and between Voila Bakeries, Inc., a New York corporation, having offices and a place of business at 65 Porter Avenue, Brooklyn, New York 11237 (hereinafter “Bakeries”) and Agrilink Foods, Inc., a New York corporation, having offices and a place of business at 90 Linden Place, Rochester, New York 14625 (Hereinafter “Agrilink”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Illinois
This Agreement is made and entered into on this 9th day of July, 1996 by and between The Quaker Oats Company, a New Jersey corporation with its principal place of business at 321 North Clark Street, Chicago, Illinois 60610, The Quaker Oats Company of Canada Limited, an Ontario limited company with its principal place of business at Quaker Park, Hunter Street East, Peterborough, Ontario K9J 7B2 (to be referred to collectively or individually, as the context may require, as “Licensor”) and Van de Kamp’s, Inc., a Delaware corporation with its principal place of business at 1000 St. Louis Union Station, Suite 200, Saint Louis, Missouri 63103 (hereinafter “Licensee”).
EMPLOYMENT AGREEMENT (Robert Gamgort; Chief Executive Officer)Employment Agreement • August 12th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 13, 2009 by and between Crunch Holding Corp. (the “Company”) and Robert Gamgort (the “Executive”).
STOCK PURCHASE AGREEMENT by and among BIRDS EYE HOLDINGS, LLC, BIRDS EYE FOODS, INC. and PINNACLE FOODS GROUP LLC Dated as of November 18, 2009Stock Purchase Agreement • November 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 18, 2009, by and among Birds Eye Holdings, LLC, a Delaware limited liability company (“Seller”), Birds Eye Foods, Inc., a Delaware corporation (the “Company”), and Pinnacle Foods Group LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
DIRECTOR SERVICE AGREEMENT (Roger Deromedi, Chairman)Director Service Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
DIRECTOR AGREEMENT (the “Agreement”) dated April 2, 2007 by and between Crunch Holding Corp. (the “Company”) and Roger Deromedi (the “Director”).
OFFICE LEASE BY AND BETWEEN WOODCREST ROAD ASSOCIATES, L.P., A PENNSYLVANIA LIMITED PARTNERSHIP D/B/A WRAAP, L.P. IN NEW JERSEY (AS “Landlord”) AND PINNACLE FOODS GROUP LLC, A DELAWARE LIMITED LIABILITY COMPANY (AS “Tenant”) SUITE #121 WOODCREST...Office Lease • August 9th, 2010 • Pinnacle Foods Finance LLC • Food and kindred products • New Jersey
Landlord and Tenant enter into this Office Lease (“Lease”) as of the Execution Date on the following terms, covenants, conditions and provisions:
SECURITYHOLDERS AGREEMENT DATED AS OF AUGUST [ ], 2007 AMONG CRUNCH HOLDING CORP. AND THE OTHER PARTIES HERETOSecurityholders Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
This Securityholders Agreement (this “Agreement”) is entered into as of August [ ], 2007 by and among Crunch Holding Corp., a Delaware corporation (the “Company”), Peak Holdings LLC, a Delaware limited liability company (“Holdings”), parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively, the “Employees”), and each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Holdings, the Employees and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityholder”). Certain capitalized terms used herein are defined in Section 6.1.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 30, 2012 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent and...Credit Agreement • November 7th, 2012 • Pinnacle Foods Finance LLC • Food and kindred products
This First Amendment to Amended and Restated Credit Agreement (this “Amendment”) is dated as of August 30, 2012 and is entered into by and among Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Borrower’’), Peak Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Barclays Bank PLC (“Barclays”), as Administrative Agent (the “Administrative Agent”), the Tranche F Term Lenders (as defined below) and, for purposes of Sections IV and V hereof, the Guarantors listed on the signature pages hereto, and is made with reference to that certain Amended and Restated Credit Agreement, dated as of April 17, 2012 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, Holdings, the Lenders party thereto from time to time, the Administrative Agent, the Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the
