Contract

Exhibit 10.1

EXECUTION COPY

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

February 22, 2017

among

ESSENDANT CO.,
as the Borrower

ESSENDANT INC.,
as Holdings

The Loan Guarantors Party Hereto

The Lenders Party Hereto

BANK OF AMERICA, N.A., PNC BANK NATIONAL ASSOCIATION and

XXXXX FARGO BANK, N.A.,

as Co-Syndication Agents

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agent

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

___________________________

JPMORGAN CHASE BANK, N.A.,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,

PNC CAPITAL MARKETS LLC, and XXXXX FARGO BANK, N.A.

as Joint Bookrunners and Joint Lead Arrangers

Table of Contents

Page


ARTICLE I Definitions	1
SECTION 1.01. Defined Terms	1
SECTION 1.02. Classification of Loans and Borrowings	47
SECTION 1.03. Terms Generally	47
SECTION 1.04. Accounting Terms; GAAP	48
SECTION 1.05. Status of Obligations	49
ARTICLE II The Credits	49
SECTION 2.01. Commitments	49
SECTION 2.02. Loans and Borrowings	50
SECTION 2.03. Requests for Borrowings	50
SECTION 2.04. Protective Advances	51
SECTION 2.05. Swingline Loans	52
SECTION 2.06. Letters of Credit	53
SECTION 2.07. Funding of Borrowings	60
SECTION 2.08. Interest Elections	60
SECTION 2.09. Termination and Reduction of Commitments; Increase in Revolving Commitments	61
SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt	64
SECTION 2.11. Prepayment of Loans	65
SECTION 2.12. Fees	67
SECTION 2.13. Interest	68
SECTION 2.14. Alternate Rate of Interest	69
SECTION 2.15. Increased Costs	70
SECTION 2.16. Break Funding Payments	71
SECTION 2.17. Withholding of Taxes; Gross-Up	72
SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs	75
SECTION 2.19. Mitigation Obligations; Replacement of Lenders	78
SECTION 2.20. Defaulting Lenders	79
SECTION 2.21. Returned Payments	81
SECTION 2.22. Banking Services and Swap Agreements	81


SECTION 2.23. XXXX Events	82
ARTICLE III Representations and Warranties	82
SECTION 3.01. Organization; Powers	82
SECTION 3.02. Authorization; Enforceability	82
SECTION 3.03. Governmental Approvals; No Conflicts	82
SECTION 3.04. Financial Condition; No Material Adverse Change	83
SECTION 3.05. Properties	83
SECTION 3.06. Litigation and Environmental Matters	83
SECTION 3.07. Compliance with Laws and Agreements; No Default	84
SECTION 3.08. Investment Company Status	84
SECTION 3.09. Taxes	84
SECTION 3.10. ERISA	84
SECTION 3.11. Disclosure	85
SECTION 3.12. [Reserved]	85
SECTION 3.13. Solvency	85
SECTION 3.14. Insurance	85
SECTION 3.15. Capitalization and Subsidiaries	86
SECTION 3.16. Security Interest in Collateral	86
SECTION 3.17. Employment Matters	86
SECTION 3.18. Federal Reserve Regulations	87
SECTION 3.19. Use of Proceeds	87
SECTION 3.20. No Burdensome Restrictions	87
SECTION 3.21. Anti-Corruption Laws and Sanctions	87
SECTION 3.22. EEA Financial Institutions	87
SECTION 3.23. Status as Senior Debt	87
ARTICLE IV Conditions	87
SECTION 4.01. Effective Date	87
SECTION 4.02. Each Credit Event	91
SECTION 4.03. Term Loans	92
ARTICLE V Affirmative Covenants	93
SECTION 5.01. Financial Statements; Revolving Borrowing Base and FILO Borrowing Base and Other Information	94
SECTION 5.02. Notices of Material Events	98
SECTION 5.03. Existence; Conduct of Business	99


SECTION 5.04. [Reserved]	99
SECTION 5.05. Maintenance of Properties	99
SECTION 5.06. Books and Records; Inspection Rights	99
SECTION 5.07. Compliance with Laws and Material Contractual Obligations	100
SECTION 5.08. Use of Proceeds	100
SECTION 5.09. Accuracy of Information	100
SECTION 5.10. Insurance	101
SECTION 5.11. Casualty and Condemnation	101
SECTION 5.12. Appraisals	101
SECTION 5.13. Depository Banks	102
SECTION 5.14. Additional Collateral; Further Assurances	102
SECTION 5.15. Post-Closing Matters	103
ARTICLE VI Negative Covenants	104
SECTION 6.01. Indebtedness	104
SECTION 6.02. Liens	107
SECTION 6.03. Fundamental Changes	109
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions	110
SECTION 6.05. Asset Sales	112
SECTION 6.06. Sale and Leaseback Transactions	114
SECTION 6.07. Swap Agreements	114
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness	114
SECTION 6.09. Transactions with Affiliates	115
SECTION 6.10. Restrictive Agreements	116
SECTION 6.11. Amendment of Senior Notes Documents	117
SECTION 6.12. Fixed Charge Coverage Ratio	117
SECTION 6.13. Foreign Subsidiary Investments	117
ARTICLE VII Events of Default	117
ARTICLE VIII The Administrative Agent	120
SECTION 8.01. Appointment	120
SECTION 8.02. Rights as a Lender	121
SECTION 8.03. Duties and Obligations	121
SECTION 8.04. Reliance	122
SECTION 8.05. Actions through Sub-Agents	122
SECTION 8.06. Resignation	122


SECTION 8.07. Non-Reliance	123
SECTION 8.08. Other Agency Titles	124
SECTION 8.09. Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	124
SECTION 8.10. Flood Laws	126
ARTICLE IX Miscellaneous	126
SECTION 9.01. Notices	126
SECTION 9.02. Waivers; Amendments	128
SECTION 9.03. Expenses; Indemnity; Damage Waiver	131
SECTION 9.04. Successors and Assigns	134
SECTION 9.05. Survival	139
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	139
SECTION 9.07. Severability	140
SECTION 9.08. Right of Setoff	140
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	140
SECTION 9.10. WAIVER OF JURY TRIAL	141
SECTION 9.11. Headings	141
SECTION 9.12. Confidentiality	141
SECTION 9.13. Several Obligations; Nonreliance; Violation of Law	142
SECTION 9.14. USA PATRIOT Act	142
SECTION 9.15. Disclosure	142
SECTION 9.16. Appointment for Perfection	142
SECTION 9.17. Interest Rate Limitation	143
SECTION 9.18. Marketing Consent	143
SECTION 9.19. Acknowledgement and Consent to Bail-In of EEA Financial Institutions	143
SECTION 9.20. No Advisory or Fiduciary Responsibility	144
SECTION 9.21. Senior Notes Intercreditor Termination Agreement	144
ARTICLE X Loan Guaranty	144
SECTION 10.01. Guaranty	144
SECTION 10.02. Guaranty of Payment	145
SECTION 10.03. No Discharge or Diminishment of Loan Guaranty	145
SECTION 10.04. Defenses Waived	146
SECTION 10.05. Rights of Subrogation	146
SECTION 10.06. Reinstatement; Stay of Acceleration	146


SECTION 10.07. Information	147
SECTION 10.08. Termination	147
SECTION 10.09. Taxes	147
SECTION 10.10. Maximum Liability	147
SECTION 10.11. Contribution	147
SECTION 10.12. Liability Cumulative	148
SECTION 10.13. Keepwell	149
ARTICLE XI Existing Credit Agreement.	149

SCHEDULES:

Commitment Schedule

Schedule 1.01 –Eligible Real Property

Schedule 1.01(c) – Departing Lender Schedule

Schedule 2.06 – Existing LCs

Schedule 3.05 – Properties

Schedule 3.06 – Disclosed Matters

Schedule 3.14 – Insurance

Schedule 3.15 – Capitalization and Subsidiaries

Schedule 6.01 – Existing Indebtedness

Schedule 6.02 – Existing Liens

Schedule 6.04 – Existing Investments

Schedule 6.10 – Existing Restrictions

EXHIBITS:

Exhibit A – Form of Assignment and Assumption

Exhibit B – Form of Opinion of Loan Parties’ Counsel

Exhibit C‑1 – Form of Revolving Borrowing Base Certificate

Exhibit C‑2 – Form of FILO Borrowing Base Certificate

Exhibit D – Form of Compliance Certificate

Exhibit E – Joinder Agreement

Exhibit F-1 – U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)

Exhibit F-2 – U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)

Exhibit F-3 – U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)

Exhibit F-4 – U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 22, 2017 (as it may be amended or modified from time to time, this “Agreement”) among ESSENDANT CO., as Borrower, ESSENDANT INC., as Holdings, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The Borrower, certain of the Lenders and the Administrative Agent are parties to the below-defined Existing Credit Agreement. The parties hereto agree as follows:

ARTICLE I

Definitions

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

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

“Account” has the meaning assigned to such term in the Security Agreement.

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

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party or any Subsidiary (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A. (including its branches and Affiliates), in its capacity as administrative agent for the Lenders hereunder.

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

“Affiliate” means, 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 specified Person.

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time.

“Aggregate FILO Commitment” means, at any time, the aggregate of the FILO Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate FILO Commitment is

$100,000,000.

“Aggregate FILO Exposure” means, at any time, the aggregate FILO Exposure of all the Lenders at such time.

“Aggregate Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment is

$1,000,000,000.

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline Exposure of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such time).

“ALTA” means the American Land Title Association.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of

(a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Holdings or any of its Affiliates from time to time concerning or relating to bribery or corruption.

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at that time), (b) with respect to FILO Loans, a percentage equal to a fraction the numerator of which is such Lender’s FILO Commitment and

the denominator of which is the Aggregate FILO Commitment (provided that, if the FILO Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate FILO Exposure at that time), (c) with respect to Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s Term Loan Commitment and the denominator of which is the aggregate Term Loan Commitments of all the Lenders (provided that, if the Term Loan Commitments have terminated or expired, the Applicable Percentages shall be a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Term Loans of such Lender and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders), and (d) with respect to Protective Advances or with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure (with the Swingline Exposure of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such time) and the unused Commitments; provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a), (b) and (c) above.

“Applicable Rate” means, for any day, with respect to any Loan, or with respect to the Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Revolver and Term Loan ABR Spread”, “Revolver and Term Loan Eurodollar Spread”, “FILO ABR Spread”, “FILO Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon the Average Quarterly Revolving Availability during the most recently ended fiscal quarter of the Borrower; provided, that the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 2 during the period from the Effective Date to, but excluding, the first day following the end of the first full fiscal quarter of the Borrower ending after the Effective Date:


Average Quarterly Revolving Availability	Revolver and Term Loan ABR Spread	Revolver and Term Loan Eurodollar Spread	FILO ABR Spread	FILO Eurodollar Spread	Commitmen t Fees Rate
Category 1 Greater than $600,000,000	0.25%	1.25%	1.00%	2.00%	0.25%
Category 2 Less than or equal to $600,000,000 but greater than or equal to $300,000,000	0.50%	1.50%	1.25%	2.25%	0.25%
Category 3 Less than $300,000,000	0.75%	1.75%	1.50%	2.50%	0.25%

For purposes of the foregoing, each change in the Applicable Rate shall be effective during the period commencing on and including the first day of each fiscal quarter of the Borrower and ending on the last day of such fiscal quarter, it being understood and agreed that, for purposes of determining the Applicable Rate on the first day of any fiscal quarter of the Borrower, the Average Quarterly Revolving Availability during the most recently ended fiscal quarter of the Borrower shall be used.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

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

“Authorized Officer” means any of the chief executive officer, president, chief operating officer, chief financial officer, controller or treasurer of Holdings or the Borrower, acting singly.

“Available FILO Commitment” means, at any time, the Aggregate FILO Commitment minus the Aggregate FILO Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Available Revolving Commitment” means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).

“Average Quarterly Revolving Availability” means, for any fiscal quarter of the Borrower, an amount equal to the average daily Revolving Availability during such fiscal quarter as determined by the Administrative Agent; provided that, in order to determine Revolving Availability on any day for purposes of this definition, the Revolving Borrowing Base for such day shall be determined by reference to the most recent Revolving Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(f) as of such day.

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

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

“Banking Services” means each and any of the following bank services provided to any Loan Party or its Subsidiaries by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management

services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services).

“Banking Services Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended.

“Bankruptcy Event” means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Beneficial Owner” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom such Tax relates.

“Board” means the Board of Governors of the Federal Reserve System of the U.S.

“Borrower” means Essendant Co., an Illinois corporation.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) FILO Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect,

(c) Term Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (d) a Swingline Loan, and (e) a Protective Advance.

“Borrowing Request” means a request by the Borrower for a Revolving Borrowing, a FILO Borrowing or the Term Loan in accordance with Section 2.03.

“Borrowing Base Collateral” means all Collateral consisting of the Accounts and/or Inventory, respectively, of the applicable Loan Parties.

“Burdensome Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan or a Loan accruing interest at REVLIBOR30 Rate without giving effect to the proviso contained in the definition for “REVLIBOR30 Rate”, the term “Business Day” shall also exclude any day on which banks are not open for general business in London.

“Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of Holdings and its Subsidiaries prepared in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Dominion Period” means any period (a) commencing on the day after five

(5) consecutive Business Days during which period Revolving Availability has been less than the greater of (i) $100,000,000 and (ii) 10% of the Covenant and Cash Management Test Amount and (b) continuing until Revolving Availability shall have been at least equal to, for a period of 30 consecutive days, the greater of (i) $100,000,000 and (ii) 10% of the Covenant and Cash Management Test Amount.

“Certified Pre-Owned Ineligible Accounts” means certain Accounts originated by CPO Commerce, LLC, as determined by the Administrative Agent in its Permitted Discretion.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings; (b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons who were not

(i) directors of Holdings on the date of this Agreement, (ii) nominated or appointed by the board of directors of Holdings or (iii) approved by the board of directors of Holdings as director candidates prior to their election; (c) Holdings shall cease to beneficially own, directly or indirectly, free and clear of all Liens or other encumbrances (other than Liens granted under the Loan Documents), all of the outstanding voting Equity Interests of the Borrower on a fully diluted basis; or (d) other than pursuant to a transaction permitted by this Agreement, the

Borrower shall cease to beneficially own, directly or indirectly, free and clear of all Liens or other encumbrances (other than Liens granted under the Loan Documents), all of the outstanding voting Equity Interests of each of its Subsidiaries (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than Holdings or a Subsidiary) on a fully diluted basis.

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect 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) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

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

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, FILO Loans, Term Loans, Swingline Loans or Protective Advances.

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

“Collateral” means all right, title and interest of any Loan Party in any and all property owned, leased or operated by any Loan Party, now existing or hereafter acquired, that may at any time be required to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations. In no event shall “Collateral” include any Excluded Assets.

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

“Collateral Documents” means, collectively, the Security Agreement, the Mortgages and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether theretofore, now or hereafter executed by any Loan Party and

delivered to the Administrative Agent in connection with this Agreement or any other Loan Document.

“Collection Account” has the meaning assigned to such term in the Security Agreement.

“Commitment” means, with respect to each Lender, the sum of such Lender’s Revolving Commitment, FILO Commitment and Term Loan Commitment, together with the commitment of such Lender to acquire participations in Protective Advances hereunder. The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.

“Commitment Fees” has the meaning set forth in Section 2.12.

“Commitment Schedule” means the Schedule attached hereto identified as such.

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

“Communications” has the meaning assigned to such term in Section 9.01(d).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, with respect to any period, (A) Consolidated Net Income for such period, plus (B) to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) losses attributable to equity in Affiliates, (vi) non-cash charges related to employee compensation, (vii) any extraordinary non- cash or nonrecurring non-cash charges or losses, (viii) fees, costs and expenses incurred in connection with Permitted Acquisitions in an aggregate amount not to exceed $10,000,000 in any fiscal year, (ix) any expense under settlement accounting arising from an offer to terminated vested participants in the Essendant Pension Plan to accept a lump sum in lieu of future pension payments made during a window offering period in 2016, (x) those certain fees, costs and expenses set forth with more particularity in the Disclosure Side Letter and (xi) in connection with any Qualifying Permitted Acquisition or Material Disposition, calculated on a pro forma basis based on Holdings’ most recent financial statements delivered pursuant to Section 4.01(b) or 5.01(a) or (b), (1) any cost savings and expenses that relate to such Qualifying Permitted Acquisition or Material Disposition in accordance with Article 11 of Regulation S-X under the Securities Act and (2) any demonstrable cost-savings and operating expense reductions (net of continuing associated expenses) that relate to such Qualifying Permitted Acquisition or Material Disposition or are reasonably anticipated by the Borrower to be achieved in connection with such Qualifying Permitted Acquisition or Material Disposition within the 12-month period following the consummation thereof, which the Borrower determines in good faith are reasonable and which are so set forth in a certificate of a Financial Officer of the Borrower delivered to the Administrative Agent; provided that amounts added back pursuant to this subclause (2) shall be permitted only to the extent to the aggregate additions under subclauses (1) and (2) for such period do not exceed 10% of the amount which could have been included in Consolidated

EBITDA in the absence of the adjustment under this clause (xi), minus (C) to the extent included in Consolidated Net Income for such period, any extraordinary non-cash or nonrecurring non- cash gains, all calculated for Holdings and its Subsidiaries on a consolidated basis.

Solely for the purposes of calculating Consolidated EBITDA for any Test Period, if at any time during such Test Period, Holdings or any of its Subsidiaries shall have made any Material Disposition, Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period, in each case, calculated on a pro forma basis based on Holdings’ most recent financial statements delivered pursuant to Section 4.01(b) or 5.01(a) or (b).

“Consolidated Interest Expense” means, with reference to any period, the interest expense of Holdings and its Subsidiaries calculated on a consolidated basis for such period (net of interest income).

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of Holdings and its Subsidiaries calculated on a consolidated basis for such period and on a FIFO basis of inventory valuation.

“Consolidated Total Assets” means, as of any date of determination, with respect to any Person, the total assets of such Person and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. Unless otherwise specified, “Consolidated Total Assets” means Consolidated Total Assets of Holdings and its Subsidiaries.

“Control” means 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.

“Co-Syndication Agents” means, collectively, Bank of America, N.A., PNC Bank National Association, and Xxxxx Fargo Bank, N.A.

“Covenant Trigger Period” means any period (a) commencing on (i) the day after five

(5)consecutive Business Days during which period Revolving Availability has been less than the greater of (x) $100,000,000 and (y) 10% of the Covenant and Cash Management Test Amount, or (ii) the day that Revolving Availability is less than $50,000,000 (giving pro forma effect to any proposed extension of credit on such day) and (b) continuing until Revolving Availability shall have been at least equal to the greater of (i) $100,000,000 and (ii) 10% of the Covenant and Cash Management Test Amount, for a period of 30 consecutive days.

“Covenant and Cash Management Test Amount” means the lesser of (x) the sum of the Revolving Borrowing Base and the FILO Borrowing Base and (y) the sum of the Aggregate Revolving Commitment and the Aggregate FILO Commitment.

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b) such Lender’s FILO Exposure at such time, plus

(c)an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Credit Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

“Customer Contract” means any agreement by and between the Borrower and/or any of its Subsidiaries and a customer of the Borrower and/or any of its Subsidiaries involving (a) an upfront payment of a rebate expected to be earned by such customer over the life of such agreement, (b) retention allowances, conversion allowances or other forms of bonuses or allowances paid to such customer (collectively, “Allowances”) subject to clawback provisions that require all or a portion of the payment of the Allowances to be repaid under certain defined circumstances, (c) installment sales of software and related services, whether or not such installments are subject to interest and (d) the deferral of a due date beyond standard payment terms of a full or partial month’s accounts receivable from such customer, evidenced by a promissory note and which may or may not be subject to interest.

“Default” means 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.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular Default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or

(d)has, or has a direct or indirect parent company that has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

“Departing Lender” means each “Lender” under the Existing Credit Agreement that does not have a Commitment hereunder and is identified on the Departing Lender Schedule hereto.

“Disclosure Side Letter” means the written disclosure memorandum delivered by the Borrower to the Administrative Agent (and disclosed by the Administrative Agent to the

Lenders) on or prior to the Effective Date pursuant to clause (y) of the definition of “Identified Disclosure”.

“Disputed Account” means any Account for which xxxxxxxx are under investigation by the Loan Parties, including without limitation, (x) Accounts subject to rebates made from vendors to a Loan Party, which rebates are passed through to the Account Debtor of such Loan Party that correspond with such Accounts, and (y) Accounts of the Borrower that are subject to any counterclaim, deduction, defense or dispute. Disputed Accounts shall not include Accounts owing from certain Account Debtors disclosed to the Administrative Agent prior to the Closing Date that pay by end customer purchase order or stock keeping unit instead of by invoice.

“Disqualified Institution” means the banks, financial institutions and other institutional lenders and persons, set forth in a list (the “DQ List”) provided to the Administrative Agent in an email to XXXXX_Xxxxxxx@xxxxxxxx.xxx prior to the Effective Date.

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

“dollars” or “$” refers to lawful money of the U.S.

“Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the U.S.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

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

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

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

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

“Effective Date Debt Repayment” means, the repayment in full on the Effective Date of all of the existing Indebtedness outstanding and the termination of any remaining commitments and obligations with respect thereto as of the Effective Date under the receivable securitization program evidenced by, among other documents, that certain Transfer and Administration Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated

as of March 3, 2009, among the Borrower, Essendant Financial Services LLC, Essendant Receivables LLC, each class agent party thereto from time to time, the other investors party thereto from time to time and PNC Bank, National Association as agent.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, web portal access for the Borrower or Holdings, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Eligible Accounts” means, at any time, the Accounts of (and, to the extent provided in clause (r) below, promissory notes owing to) the Loan Parties that are set forth in the list of trade receivable agings provided as part of the most recently delivered Revolving Borrowing Base Certificate or FILO Borrowing Base Certificate; provided, that Eligible Accounts shall not include any Account:

(a)which is not subject to a first priority perfected security interest in favor of the Administrative Agent;

(b)which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance or a Lien permitted pursuant to Section 6.02(k) which, in each case, does not have priority over the Lien in favor of the Administrative Agent;

(c)which (i) with respect to any Account originated by Liberty Xxxx Equipment Corporation, is unpaid more than 90 days after the date of the original invoice therefor, (ii) with respect to any Account other than Accounts originated by Liberty Xxxx Equipment Corporation, is unpaid more than 60 days after the original due date therefor,

(iii) with respect to any Account other than Accounts originated by Liberty Xxxx Equipment Corporation, the total amount of such Account shall by its terms be required to be paid in full within a period of time that is more than 90 days after the date of the initial invoice therefor, or (iv) with respect to any Account has been written off the books of the applicable Loan Party or otherwise designated as uncollectible; provided that up to

$15,000,000 (based on the face amount thereof) of Accounts paid in installments shall not be rendered ineligible pursuant to this clause (c) so long as, in each case, the total amount of such Account shall by its terms be required to be paid in full within six months of the initial invoice therefor and the applicable Account Debtor shall not be more than 15 days past due on any installment payment;

(d)which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible pursuant to clause (c) above;

(a)

(e)which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Loan Parties exceeds 20% of the aggregate Eligible Accounts, but only to the extent of such excess;

(f)with respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or is not true;

(g)which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the applicable Loan Party’s completion of any further performance, (v) represents a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, or consignment, or

(vi) relates to payments of interest;

(h)for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by the applicable Loan Party or if such Account was invoiced more than once;

(i)which are subject to any earned accrued rebates on such Accounts owing to the corresponding Account Debtors (net of any upfront payment made by a Loan Party of a rebate expected to be earned by such Account Debtor over the life of such agreement) but only to the extent of such net earned accrued rebate;

(j)which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws, (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(k)which is owed by any Account Debtor which, to the knowledge of any Loan Party or Subsidiary thereof, has sold all or substantially all of its assets;

(l)which is owed in any currency other than U.S. dollars or Canadian dollars;

(m)which is owed by (i) any Governmental Authority of any country other than the U.S. unless such Account is backed by a letter of credit reasonably acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent, or (ii) any Governmental Authority of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction in its Permitted Discretion;

(i)

(n)which is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or any of its Affiliates;

(o)which is owed by an Account Debtor or any Affiliate of such Account Debtor which has incurred Indebtedness subject to a Permitted Customer Financing Guarantee but only to the extent of such Permitted Customer Financing Guarantee;

(p)which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(q)the Account Debtor for which is a Top 200 Vendor Account Debtor and where such Account is subject to any setoff, but only to the extent of such setoff;

(r)which is evidenced by any promissory note, chattel paper or instrument; provided that up to $15,000,000 in the aggregate (based on the face amount thereof) of Accounts evidenced by promissory notes shall not be rendered ineligible pursuant to this clause (s) so long as, in each case, each such promissory note (i) is in a form and on terms accepted by the Loan Parties in the ordinary course of business consistent with past practice, and (ii) by its terms matures and is due and payable in full on or prior to 90 days after the making of such promissory note (and such promissory note has not been amended or otherwise modified to extend such maturity);

(s)which is owed by an Account Debtor which is a Sanctioned Person;

(t)with respect to which the applicable Loan Party has made any agreement with the Account Debtor for any reduction thereof (but only to the extent of such reduction), other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and the applicable Loan Party created a new receivable for the unpaid portion of such Account;

(u)which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(v)which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than a Loan Party has or has had an ownership interest in such goods, or which indicates any party other than a Loan Party as payee or remittance party;

(w)which represents billing for advertising;

(x)which is a Disputed Account, but only to the extent of such counterclaim, deduction, defense, rebate or dispute; or

(i)

(y)owed by that certain Account Debtor disclosed by the Borrower to the Administrative Agent prior to the Effective Date until such time as the Administrative Agent, in its sole discretion, notifies the Borrower that Accounts of such Account Debtor may be submitted for inclusion in the Revolving Borrowing Base and the FILO Borrowing Base (subject to satisfying all eligibility requirements thereafter).

Notwithstanding the foregoing, so long as the other requirements for an Eligible Account have been satisfied, up to $15,000,000 of Accounts (based on the face amount thereof) corresponding with purchasers who are members of the buying group known as “Affiliated Distributors” may qualify as Eligible Accounts even if the members of Affiliated Distributors are the primary obligors in respect of such Accounts, and Affiliated Distributors makes payments on their behalf. Notwithstanding the foregoing, no Account in collection shall be rendered ineligible under this definition (with the understanding that Accounts in collection shall be included in the determination of the Ineligible Account Percentage).

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Revolving Borrowing Base Certificate and FILO Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount,

(i)the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the applicable Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Loan Party to reduce the amount of such Account.

“Eligible Equipment” means the Equipment (including machinery) owned by a Loan Party and meeting each of the following requirements:

(a)such Loan Party has good title to such Equipment;

(b)such Loan Party has the right to subject such Equipment to a Lien in favor of the Administrative Agent; such Equipment is subject to a first priority perfected Lien in favor of the Administrative Agent and is free and clear of all other Liens of any nature whatsoever (except for Permitted Encumbrances or Liens permitted pursuant to Section 6.02(k) which do not have priority over the Lien in favor of the Administrative Agent); provided, however, that Equipment subject to a certificate of title (such as, but not limited to, vehicles) shall constitute Eligible Equipment for purposes of determining the Funding Date Term Loan Amount regardless of whether the Administrative Agent’s Lien has been noted on such certificate;

Party;

(c)

the full purchase price for such Equipment has been paid by such Loan

(a)

(d)such Equipment is in good working order and condition (ordinary wear and tear excepted) and is used or held for use by such Loan Party in the ordinary course of business of such Loan Party;

(e)such Equipment (i) is not subject to any agreement which restricts the ability of such Loan Party to use, sell, transport or dispose of such Equipment or which restricts the Administrative Agent’s ability to take possession of, sell or otherwise dispose of such Equipment and (ii) has not been purchased from a Sanctioned Person; and

(f)such Equipment does not constitute “Fixtures” under the applicable laws of the jurisdiction in which such Equipment is located.

“Eligible Inventory” means, at any time, the Inventory of the Loan Parties; provided, that Eligible Inventory shall not include any Inventory:

(a)which is not subject to a first priority perfected Lien in favor of the Administrative Agent;

(b)which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance or a Lien permitted pursuant to Section 6.02(k) (or, if agreed to by the Administrative Agent, Section 6.02(m)) which, in each case, does not have priority over the Lien in favor of the Administrative Agent;

(c)which is, in the Administrative Agent’s opinion, as determined in its Permitted Discretion, obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;

(d)with respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or is not true and which does not conform to all standards imposed by any Governmental Authority;

(e)in which any Person other than the applicable Loan Party shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f)which is not finished goods or which constitutes ship-not-billed inventory;

(g)which is not located in the U.S., provided that, up to $15,000,000 of Inventory in transit outside of the U.S. from vendors and suppliers may be included as Eligible Inventory despite the foregoing provision of this clause (g) so long as:

(i)the Administrative Agent shall have received (1) a true and correct copy of the xxxx of lading and other shipping documents for such Inventory and

(2) evidence of satisfactory casualty insurance naming the Administrative Agent

as lender loss payee and otherwise covering such risks as the Administrative Agent may reasonably request,

(ii)if the xxxx of lading is non-negotiable, the Administrative Agent shall have received a duly executed Collateral Access Agreement, in form and substance reasonably satisfactory to the Administrative Agent, from the applicable customs broker, freight forwarder or carrier for such Inventory,

(iii)if the xxxx of lading is negotiable, the Administrative Agent shall have received (1) confirmation that the xxxx is issued in the name of the applicable Loan Party and consigned to the order of the Administrative Agent, and an acceptable agreement has been executed with the applicable Loan Party’s customs broker, in which the customs broker agrees that it holds the negotiable xxxx as agent for the Administrative Agent and has granted the Administrative Agent access to the Inventory, (2) confirmation that the applicable Loan Party has paid for the goods, and (3) an estimate from the applicable Loan Party of the customs duties and customs fees associated with such Inventory in order to establish an appropriate Reserve,

(iv)the common carrier is not an Affiliate of the applicable vendor or supplier, and

(v)

the customs broker is not an Affiliate of the applicable Loan Party;

(h)from and after the 90th day following the Effective Date, which is located in any location leased by a Loan Party unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility (not exceeding 3 months’ rent under the applicable lease) has been established by the Administrative Agent in its Permitted Discretion;

(i)from and after the 90th day following the Effective Date, which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document (other than bills of lading to the extent permitted pursuant to clause (g) above), unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate Reserve (not exceeding 3 months’ average storage charges) has been established by the Administrative Agent in its Permitted Discretion;

(j)which is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location or outside processor, unless such third party or outside processor has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require;

(k)which is a discontinued product or component thereof for which the applicable Loan Party maintains an obsolescence reserve;

(i)

(l)

which is the subject of a consignment by a Loan Party as consignor;

(m)which contains or bears any intellectual property rights licensed to the Borrower or another Loan Party unless the Administrative Agent is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

(n)which is not reflected in a current perpetual inventory report of the applicable Loan Party (unless such Inventory is reflected in a report to the Administrative Agent as “in transit” Inventory);

(o)

for which reclamation rights have been asserted by the seller;

(p)

which has been acquired from a Sanctioned Person; or

(q)which is subject to a vendor or similar rebate program, but only to the extent of the applicable rebate or rebates, as determined as of the last day of the most recent fiscal quarter of the Borrower then ended.

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrower shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Revolving Borrowing Base Certificate and FILO Borrowing Base Certificate.

“Eligible Real Property” means the real property listed on Schedule 1.01, together with any Fixtures located thereon, owned by a Loan Party (i) that is acceptable in the sole discretion of the Administrative Agent, (ii) in respect of which an appraisal report has been delivered to the Administrative Agent in form, scope and substance reasonably satisfactory to the Administrative Agent, (iii) in respect of which the Administrative Agent is satisfied that all actions necessary or desirable in order to create perfected first priority Lien on such real property have been taken, including the filing and recording of Mortgages, (iv) in respect of which an environmental assessment report has been completed and delivered to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and which does not indicate any pending, threatened or existing Environmental Liability or noncompliance with any Environmental Law, (v) which is adequately protected by fully-paid valid title insurance with endorsements and in amounts acceptable to the Administrative Agent, insuring that the Administrative Agent, for the benefit of the Lenders and the other Secured Parties, shall have a perfected first priority Lien on such real property, evidence of which shall have been provided in form and substance reasonably satisfactory to the Administrative Agent, and (vi) if required by the Administrative Agent: (A) either (1) an ALTA survey has been delivered for which all necessary fees have been paid and which is dated no more than 30 days prior to the date on which the applicable Mortgage is recorded, certified to the Administrative Agent and the issuer of the title insurance policy in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the state in which such real property is located and acceptable to the Administrative Agent, and shows all buildings and other improvements, any

offsite improvements, the location of any easements, parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent, or (2) such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; (B) in respect of which local counsel for the Borrower or other Loan Party in states in which such real property is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and (C) in respect of which the applicable Loan Party shall have used its reasonable best efforts to obtain estoppel certificates executed by all tenants of such real property and such other consents, agreements and confirmations of lessors and third parties have been delivered as the Administrative Agent may deem necessary or desirable, together with evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to create perfected first priority Liens on the real property described in the Mortgages have been taken.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Holdings or any Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equipment” has the meaning assigned to such term in the Security Agreement.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Loan Party or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition upon any Loan Party or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

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

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

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Assets” has the meaning specified in the Security Agreement.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means 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, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f); and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means the Fourth Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 8, 2013, by and among the Borrower, Holdings, the lenders party thereto and JPMorgan Chase Bank, N.A., as Agent, as amended or modified prior to the date hereof.

“Existing LCs” has the meaning set forth in Section 2.06.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate. For the avoidance of doubt, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Field Exam and Appraisal Period” means any period (a) commencing on the day after five (5) consecutive Business Days during which period Revolving Availability has been less than 15% of the Covenant and Cash Management Test Amount and (b) continuing until Revolving Availability shall have been at least equal to 15% of the Covenant and Cash Management Test Amount, for a period of 30 consecutive days.

“FILO Availability” means, at any time, an amount equal to (a) the lesser of (i) the Aggregate FILO Commitment and (ii) the FILO Borrowing Base minus (b) the Aggregate FILO Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).

“FILO Borrowing Base” means, at any time, the sum of (a) the product of 10% multiplied by the Loan Parties’ Eligible Accounts at such time minus the Ineligible Account Amount (which subtraction shall be applied prior to multiplying such sum by the applicable percentage), plus

(b) the product of 10% multiplied by the Net Orderly Liquidation Value percentages (with the

understanding that certain classes of Inventory shall be assigned different percentage amounts as determined in the Administrative Agent’s Permitted Discretion) identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Loan Parties’ Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis minus the Ineligible Inventory Amount (which subtraction shall be applied prior to multiplying such sum by the applicable percentage), minus (c) Reserves.

“FILO Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer, in substantially the form of Exhibit C-2 or another form which is acceptable to the Administrative Agent in its sole discretion.

“FILO Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make FILO Loans, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s FILO Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s FILO Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its FILO Commitment, as applicable.

“FILO Commitment Fee” has the meaning set forth in Section 2.12.

“FILO Exposure” means, with respect to any Lender at any time, the outstanding principal amount of such Lender’s FILO Loans.

“FILO Lender” means, as of any date of determination, a Lender with a FILO Commitment or, if the FILO Commitments have terminated or expired, a Lender with FILO Exposure.

“FILO Loan” means a Loan made pursuant to Section 2.01(c).

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

“Fixed Charge Coverage Ratio” means, at any date, the ratio of (a) Consolidated EBITDA minus Unfinanced Capital Expenditures to (b) Fixed Charges, all calculated for the Test Period ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

“Fixed Charges” means, for any period, without duplication, cash Consolidated Interest Expense, plus scheduled principal payments on Indebtedness actually made (excluding the payment of all outstanding principal under the Senior Notes on the final scheduled maturity thereof), plus expenses for taxes paid in cash, plus Restricted Payments paid in cash, plus Capital Lease Obligation payments, plus cash contributions to any Plan to the extent expensed, all calculated for Holdings, the Borrower and their Subsidiaries on a consolidated basis in accordance with GAAP.

“Fixtures” has the meaning assigned to such term in the Security Agreement.

“Flood Laws” has the meaning assigned to such term in Section 8.10.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a

U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for Tax purposes.

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

“Funding Account” has the meaning assigned to such term in Section 4.01(h).

“Funding Date Term Loan Amount” means the sum of (x) the product of 75% multiplied by the fair market value of the Loan Parties’ Eligible Real Property plus (y) the product of 85% multiplied by the Net Orderly Liquidation Value of the Loan Parties’ Eligible Equipment, as such value is set forth in the most recent appraisals received by the Administrative Agent prior to the date on which the Term Loans are to be made (with such appraisals being in form and substance acceptable to the Administrative Agent).

“GAAP” means generally accepted accounting principles in the U.S.

“Governmental Authority” means the government of the U.S., 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.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,

(a)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the lesser of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing person’s reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Guarantors” means all Loan Guarantors and non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor” means each or any one of them individually.

“Hazardous Materials” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.

“Holdings” means Essendant Inc., a Delaware corporation.

“Identified Disclosure” means, any change or condition (x) disclosed prior to January 5, 2017 in a filing with the Securities and Exchange Commission and which filing is available on the XXXXX site at xxx.xxx.xxx (the disclosure date therefor shall be deemed to be the first day on which such information was available to JPMCB on such web page) or (y) set forth in Schedule 3.06 or otherwise disclosed in this Agreement or in any written disclosure memorandum delivered to the Joint Lead Arrangers on or prior to February 22, 2017.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind which in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person, (b) all financial obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade and accrued expenses in connection with the provision of services incurred in the ordinary course of such Person’s business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (provided that the amount of any such Indebtedness at any time shall be deemed to be the lesser of (i) such Indebtedness at such time and (ii) the fair market value of such property, as determined by such Person in good faith at such time), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any liquidated earn-out, (l) any other Off-Balance Sheet Liability and (m) Net Xxxx-to-Market

Exposure under any and all Swap Agreements (including all renewals, extensions and modifications thereof and substitutions therefor). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a) hereof, Other Taxes.

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

“Ineligible Account Amount” means, at any time, the product of the Ineligible Account Percentage multiplied by the aggregate face amount of all Accounts of the Loan Parties at such time.

“Ineligible Account Percentage” means 1.1%, as such percentage may be adjusted from time to time by the Administrative Agent in its Permitted Discretion upon written notice from the Administrative Agent to the Borrower. The Loan Parties acknowledge and agree that the Ineligible Account Percentage reflects the Administrative Agent’s determination of Accounts that would be rendered ineligible to be included in the Revolving Borrowing Base or FILO Borrowing Base because such Accounts:

(1)are in collection;

(2)are owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, Canada, or any province of Canada unless, in any such case, such Account is backed by a letter of credit reasonably acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent;

(3)

are subject to a credit memo, chargeback or debit memo;

(4)represent commission and/or service charges from Loan Parties to Account Debtors;

(5)

were created on cash-on-delivery terms;

(6)

represent Certified Pre-Owned Ineligible Accounts; or

(7)are Accounts of any Loan Party other than the Borrower that are subject to any counterclaim, deduction, defense or dispute.

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

“Ineligible Inventory Amount” means, at any time, the product of the Ineligible Inventory Percentage multiplied by the aggregate amount of all Inventory of the Loan Parties at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis.

“Ineligible Inventory Percentage” means (x) in the event the FILO Borrowing Base or Revolving Borrowing Base is being determined in part by using the Net Orderly Liquidation Value percentages identified in the most recent inventory appraisal ordered by the Administrative Agent, 0.1%, or (y) in all other instances, 7.5%, in each case, as such percentage may be adjusted from time to time by the Administrative Agent in its Permitted Discretion upon written notice thereof by the Administrative Agent to the Borrower. The Loan Parties acknowledge and agree that the Ineligible Inventory Percentage reflects the Administrative Agent’s determination of Inventory that would be rendered ineligible to be included in the Revolving Borrowing Base or FILO Borrowing Base because such Inventory:

(1)has been returned to the Loan Party by the applicable Account Debtor;

(2)is located at any location where the aggregate value of all Eligible Inventory (valued at the lower of cost or market value, determined on a first-in-first-out basis) of the Loan Parties at such location is less than $250,000;

(3)is classified by the Administrative Agent, as determined in its Permitted Discretion, as slow moving; or

(4)

represents consumables and samples not held out for sale.

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

“Information Memorandum” means the Confidential Information Memorandum dated February 2017 relating to the Loan Parties and the Transactions.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan or Swingline Loan, the first day of each calendar quarter and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period) and the Maturity Date.

“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day that is seven calendar days or in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, other than in the case of an Interest Period of seven calendar days, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) other than in the case

of an Interest Period of seven calendar days, any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“Inventory” has the meaning assigned to such term in the Security Agreement.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means, individually and collectively, each of JPMCB, in its capacity as the issuer of Letters of Credit hereunder, Xxxxx Fargo Bank, National Association and any other Revolving Lender from time to time designated by the Borrower as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“Issuing Bank Sublimits” means, as of the Effective Date, (i) $12,500,000, in the case of JPMCB, (ii) $12,500,000 in the case of Xxxxx Fargo Bank, National Association, and (iii) such amount as shall be designated to the Administrative Agent and the Borrower in writing by an Issuing Bank. After the Effective Date, any Issuing Bank shall be permitted at any time to (x) increase its Issuing Bank Sublimit or (y) decrease its Issuing Bank Sublimit to an amount not less than such Issuing Bank’s initial Issuing Bank Sublimit, in each case, with the consent of the Borrower and upon providing five (5) days’ prior written notice (or such shorter period as the Administrative Agent shall agree) thereof to the Administrative Agent. After the Effective Date, any Issuing Bank shall be permitted to decrease its Issuing Bank Sublimit to an amount less than such Issuing Bank’s initial Issuing Bank Sublimit with the consent of the Borrower, the Administrative Agent and each of the other Issuing Banks.

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit E.

“Joint Lead Arrangers” means JPMCB, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, PNC Capital Markets LLC, and Xxxxx Fargo Bank, N.A.

“JPMCB” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

Credit.

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

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank. For the avoidance of doubt, the term “Lenders” excludes any Departing Lenders.

“Letters of Credit” means the letters of credit issued pursuant to this Agreement, including all Senior Notes Collateral LCs issued hereunder, and the term “Letter of Credit” means any one of them or each of them singularly, as the context may require.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.

“LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidity Condition Period” means any period (a) commencing on the day after five

(5)consecutive Business Days during which period Revolving Availability has been less than the greater of (i) $100,000,000 and (ii) 10% of the Covenant and Cash Management Test Amount and (b) continuing until Revolving Availability shall have been at least equal to the greater of

(i) $100,000,000 and (ii) 10% of the Covenant and Cash Management Test Amount, for a period of 30 consecutive days.

“Loan Documents” means, collectively, this Agreement, any promissory notes delivered pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, any Obligation Guaranty, the Senior Notes Intercreditor Termination Agreement and all other agreements, instruments, documents and certificates identified in Sections 4.01 and

4.3executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements, legal opinions issued in connection with the other Loan Documents, UCC filings, letter of credit applications and any agreements between the Borrower and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. For the avoidance of doubt, the Information Memorandum is not a Loan Document.

“Loan Guarantor” means each Loan Party.

“Loan Guaranty” means Article X of this Agreement.

“Loan Parties” means, collectively, Holdings, the Borrower, Holdings’ Material Domestic Subsidiaries (other than the Borrower) and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require.

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

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of Holdings, the Borrower and their Subsidiaries taken as a

whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and other Secured Parties) on the Collateral or the priority of such Liens, or

(d)the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents.

“Material Disposition” means any sale or other disposition or series of related sales or dispositions by Holdings or any Subsidiary of (1) any equity interests of a Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than Holdings or a Subsidiary) or (2) all or substantially all of the assets of any division or line of business of Holdings or any Subsidiary, in each case, that yields gross proceeds to Holdings or any of its Subsidiaries in excess of $25,000,000 and excluding, in each case, (x) a sale or other disposition by a Subsidiary to Holdings or Holdings or a Subsidiary to a Subsidiary and (y) dispositions of cash or Permitted Investments in the ordinary course of business

“Material Domestic Subsidiary” means each Domestic Subsidiary (i) which, as of the most recent fiscal quarter of Holdings, for the Test Period then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than five percent (5%) of Consolidated EBITDA for such period or (ii) which contributed greater than five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Domestic Subsidiaries that are not Material Domestic Subsidiaries exceeds five percent (5%) of Consolidated EBITDA for any such period or five percent (5%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries; provided further that the Borrower may at any time designate any Subsidiary as a Material Domestic Subsidiary in its sole discretion, even if not required to satisfy the foregoing; provided further that the Borrower may at any time remove any Subsidiary’s designation as a Material Domestic Subsidiary, if after giving effect to such removal, the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Domestic Subsidiaries that are not Material Domestic Subsidiaries would not exceed five percent (5%) of Consolidated EBITDA for any such period or five percent (5%) of Consolidated Total Assets as of the end of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 5.01(a) or (b).

“Material Foreign Subsidiary” means each direct or indirect first-tier Foreign Subsidiary of Holdings (i) which, as of the most recent fiscal quarter of Holdings, for the Test Period then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than five percent (5%) of Consolidated EBITDA and greater than five percent (5%) of consolidated sales for such period or (ii) which contributed greater than five percent (5%) of Consolidated Total Assets as of such date; provided that, if the aggregate amount of

Consolidated EBITDA during any Test Period attributable to all direct or indirect first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries exceeds twenty percent (20%) of Consolidated EBITDA for such Test Period, the Borrower (or, in the event the Borrower has failed to do so within thirty (30) days following the delivery of financial statements pursuant to Section 5.01(a) or (b) with respect to such Test Period, the Administrative Agent) shall designate sufficient Foreign Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Foreign Subsidiaries.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Loan Parties and its Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Loan Parties or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maturity Date” means February 22, 2022 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

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

“XXXX Event” means, if there are any Mortgaged Real Properties at such time, any increase, extension or renewal of any of the Commitments or Loans (including any incremental credit facilities pursuant to Section 2.20 or otherwise, but excluding (i) any continuation or conversion of Borrowings, (ii) the making of any Loan or (iii) the issuance, renewal or extension of Letters of Credit).

“Moody’s” means Xxxxx’x Investors Service, Inc.

“Mortgage” means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, on real property of a Loan Party, including any amendment, restatement, modification or supplement thereto.

“Mortgaged Real Property” means each parcel of real property subject to, or required to be subject to, pursuant to any Loan Document, a Mortgage.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) or 3(37) of ERISA.

“Net Xxxx-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Swap Agreements. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Swap Agreement as of the date of determination (assuming the Swap Agreement were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Swap Agreement as of the date of determination (assuming such Swap Agreement were to be terminated as of that date).

“Net Orderly Liquidation Value” means, with respect to Inventory or Equipment of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent in its Permitted Discretion by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all Taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

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

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligated Party” has the meaning assigned to such term in Section 10.02.

“Obligation Guaranty” means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest, expenses and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing

Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person (other than the sale or disposition in the ordinary course of business of accounts or notes receivable in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables)), (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases); provided that “Off-Balance Sheet Liability” shall not include the principal component of the foregoing if such principal component (a) is otherwise reflected as a liability on such Person’s consolidated balance sheet or (b) is deducted from revenues in determining such Consolidated Net Income but is not thereafter added back in calculating Consolidated EBITDA.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

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

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

“Payment Conditions” means, with respect to any proposed transaction, the satisfaction of each of the following conditions (a) and (b):

(a)

no Event of Default shall occur or be continuing and

(b)

either

(i)the Payment Conditions Availability Amount, giving effect to such transaction, would be greater than (x) the product of the Covenant and Cash Management Test Amount multiplied by (y) (1) if determined in connection with an Acquisition, 17.5% or (2) otherwise, 20%; or

(ii)the pro forma Fixed Charge Coverage Ratio for the trailing twelve fiscal month period then most recently ended for which financial statements shall have been delivered shall be greater than 1.10 to 1.00 and the Payment Conditions Availability Amount, giving effect to such transaction, would be greater than (x) the product of the Covenant and Cash Management Test Amount multiplied by (y) (1) if determined in connection with an Acquisition, 12.5% or

(2)

otherwise, 15%.

“Payment Conditions Availability Amount” means the average Revolving Availability for the 30 consecutive days occurring immediately before and on the date of a proposed transaction, which amount shall be calculated to include the proposed transaction on a pro forma basis on the date of such transaction, including, without limitation, assets that are acquired as part of such proposed transaction that would be included in the Revolving Borrowing Base and the FILO Borrowing Base in accordance with the definitions thereof, and Revolving Loans, FILO Loans or issuances of Letters of Credit extended on such date.

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

“Permitted Acquisition” means any Acquisition by any Loan Party or any Subsidiary thereof in a transaction that satisfies each of the following requirements:

(a)such Acquisition is not a hostile or contested acquisition;

(b)the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Effective Date and any business activities that are substantially similar, reasonably related, or incidental thereto;

(c)both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, (x) the representation and warranty set forth in Section 3.18 is true and correct as of the date of such Acquisition and (y) no Event of Default exists, will exist, or would result therefrom;

(a)

(d)as soon as available, but not less than ten (10) days prior to such Acquisition, the Borrower has provided the Administrative Agent (i) notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial statements, statements of cash flow, and Revolving Availability and FILO Availability projections;

(e)if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Revolving Borrowing Base (other than pursuant to the proviso set forth in the definition of Revolving Borrowing Base) or the FILO Borrowing Base, the Administrative Agent shall have conducted an audit and field examination of such Accounts and Inventory, the results of which shall be satisfactory to the Administrative Agent and the Lenders in their Permitted Discretion;

(f)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 Holdings and a Loan Party pursuant to the terms of this Agreement;

(g)if such Acquisition is an acquisition of assets located in the U.S., such Acquisition is structured so that Holdings, Borrower or a Subsidiary Guarantor shall acquire such assets;

(h)if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;

(i)if such Acquisition involves a merger or a consolidation involving the Borrower or a Subsidiary Guarantor, the Borrower or a Subsidiary Guarantor, as applicable, shall be the surviving entity;

(j)no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, Tax, litigation, or other matters) that could have a Material Adverse Effect;

(k)the Payment Conditions shall have been satisfied and the Borrower shall certify to the Administrative Agent to that effect (and provide the Administrative Agent and the Lenders with pro forma Revolving Borrowing Base and FILO Borrowing Base Certificates in form and substance reasonably satisfactory to the Administrative Agent); provided that this clause (k) shall not be required to be complied with in connection with one (1) Acquisition during the term of this Agreement for which the total consideration paid or payable (including any earnout or deferred purchase price obligations) is less than

$25,000,000;

(l)all actions required to be taken with respect to any newly acquired or formed wholly-owned Subsidiary of the Borrower or a Loan Party, as applicable, required under (and in the time frame set forth in) Section 5.14 shall have been taken;

(i)

(m)promptly upon the consummation thereof, the Borrower shall have delivered to the Administrative Agent the final executed material documentation (including, without limitation, the asset or equity or similar purchase agreement evidencing such Acquisition, together with all final exhibits and schedules thereto) relating to such Acquisition; and

(n)as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained.

“Permitted Customer Financing Guarantee” means any Guarantee or repurchase or recourse obligations of any Loan Party, incurred in the ordinary course of business, in respect of Indebtedness incurred by a customer of any Loan Party.

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Encumbrances” means:

(a)Liens imposed by law for Taxes that are not yet due or (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect; provided, however, that each Loan Party will, and will cause each Subsidiary to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exception;

(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than forty-five (45) days or (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect;

(c)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)deposits to secure the performance of bids, trade contracts, leases, utility contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(a)

(f)easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of Holdings or any Subsidiary; and

(g)in the case of any Mortgaged Real Property, such items as are accepted by the Administrative Agent as exceptions to the lender’s title insurance policy issued with respect to the applicable Mortgage;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money.

“Permitted Investments” means:

(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed

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