FIRST LIEN AMENDING AGREEMENT

Exhibit 10.1

 

EXECUTION VERSION

 

FIRST LIEN AMENDING AGREEMENT

This FIRST LIEN AMENDING AGREEMENT, dated as of March 6, 2020 (this “Amendment”), is entered into among CPI ACQUISITION, INC., a Delaware corporation (the “Borrower”), CPI CARD GROUP INC., a Delaware corporation (“Holdings”), the other Loan Parties, the Lenders party hereto (the “Consenting Lenders”), and , GLAS USA LLC, as administrative agent for the lenders (in such capacity, the “Administrative Agent”) and GLAS Americas LLC, as collateral agent for the lenders (in such capacity, the “Collateral Agent”, and together with the Administrative Agent, the “Agents” and each an “Agent”)).

W I T N E S S E T H:

WHEREAS, pursuant to the First Lien Credit Agreement, dated as of August 17, 2015 (as amended, supplemented, or otherwise modified prior to the date hereof, including the First Amendment to First Lien Credit Agreement, dated as of December 31, 2016, the “Existing Credit Agreement,” as amended by this Amendment and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), among the Borrower, Holdings, the financial institutions from time to time party thereto (each individually, a “Lender”, and collectively, the “Lenders”), and the Administrative Agent as successor administrative agent to The Bank of Nova Scotia (“Scotiabank”), and the Collateral Agent as successor collateral agent to Scotiabank, among others, the Lenders have made Loans to the Borrower which remain outstanding;

WHEREAS, the Borrower, Holdings, the other Loan Parties party thereto as grantors, and the Collateral Agent as successor collateral agent to Scotiabank are parties to the First Lien Collateral Agreement, dated as of August 17, 2015 (as amended, supplemented, or otherwise modified prior to the date hereof, the “Existing Collateral Agreement,” as amended pursuant to this Amendment and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Collateral Agreement”);

WHEREAS, the Borrower, Holdings, the other Loan Parties party thereto as guarantors (collectively, the “Guarantors”), and the Collateral Agent are parties to the First Lien Guarantee Agreement, dated as of August 17, 2015 (as amended, supplemented, or otherwise modified prior to the date hereof, the “Existing Guarantee Agreement,” as amended pursuant to this Amendment and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Guarantee Agreement”);

WHEREAS, pursuant to the Resignation, Appointment and Acceptance Agreement, dated as of March 6, 2020, among GLAS USA LLC, as successor administrative agent, GLAS Americas LLC, as successor collateral agent, Scotiabank, as resigning agent, the Lenders signatory thereto, the Borrower, Holdings, and the other Loan Parties party thereto, each of GLAS USA LLC and GLAS Americas LLC succeeded Scotiabank as administrative agent and collateral agent, respectively, under the Existing Credit Agreement, Existing Collateral Agreement and Existing Guarantee Agreement;

WHEREAS, the Borrower has requested, and subject to the terms and conditions set forth herein, the Administrative Agent and the Consenting Lenders have agreed, to amend the Existing Credit Agreement as more specifically described in Section 2(a) of this Amendment pursuant to Section 9.02(b) of the Existing Credit Agreement;

 

WHEREAS, the Borrower has requested, and subject to the terms and conditions set forth herein, the Required Lenders have agreed, to approve the amendments to the Existing Collateral Agreement as more specifically described in Section 2(b) of this Amendment and direct the Collateral Agent to enter into such amendments; and

WHEREAS, pursuant to Sections 2.08(b) and (c) of the Existing Credit Agreement, the Borrower has provided irrevocable notice of the termination of all Revolving Commitments effective immediately prior to the Amendment Effective Time (as defined below) and conditioned upon the occurrence of the Amendment Effective Time.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

Section 1.        Defined Terms.  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned in the Credit Agreement and the other Loan Documents, and the following terms shall have the meanings indicated:

“Amendment Effective Date” has the meaning assigned to that term in Section 3 of this Amendment.

“Amendment Effective Time” has the meaning assigned to that term in Section 3 of this Amendment.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the Amendment Effective Date among Guggenheim Credit Services, LLC, as Representative for the Super Senior Credit Agreement Secured Parties (as defined therein), GLAS USA LLC, as Representative for the Initial First Lien Secured Parties (as defined therein), and each additional First Lien Priority Representative (as defined therein) and Super Senior Representative (as defined therein) that from time to time becomes a party pursuant thereto, and acknowledged and agreed by the Borrower, Holdings, and the other Grantors (as defined therein).

“Required Lenders” means the Required Lenders (as defined in the Existing Credit Agreement) as of the Amendment Effective Date.

“Super Senior Collateral Agent” means the collateral agent under the Super Senior Credit Agreement.

 “Super Senior Credit Agreement” has the meaning assigned to that term in Section 3(d) of this Amendment.

“Super Senior Obligations” means the Secured Obligations under and as defined in the Super Senior Credit Agreement.

“Super Senior Loan Documents” means the Loan Documents under and as defined in the Super Senior Credit Agreement.

Section 2.        Amendments; Consent.

(a)         Amendments to Existing Credit Agreement.  Effective as of the Amendment Effective Date and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the Existing Credit Agreement is hereby amended as follows:

(i)          the body of the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement attached hereto as Annex A-1;

(ii)         Exhibit A (Form of Assignment and Assumption), Exhibit B (Form of Guarantee Agreement), Exhibit E (Form of Collateral Agreement), Exhibit F (Form of Borrowing Request), Exhibit G (Reserved), Exhibit H (Reserved), and Exhibit J (Form of Interest Rate Election) to the Existing Credit Agreement are hereby amended and restated in the forms attached hereto as Annex A-2, and in the Exhibits not otherwise amended hereby, “The Bank of Nova Scotia” shall be replaced with “GLAS USA LLC” or “GLAS AMERICAS LLC” if related to the Administrative Agent or the Collateral Agent, respectively; and

(iii)       Schedules 3.12 (Subsidiaries), 6.01 (Existing Indebtedness), 6.02 (Existing Liens), 6.04(e) (Existing Investments), 6.08 (Existing Affiliate Transactions), 6.09 (Existing Restrictions), and 9.01 (Notices) to the Existing Credit Agreement are hereby amended and restated in the forms attached hereto as Annex A-3.

(b)         Amendments to Existing Collateral Agreement.  Effective as of the Amendment Effective Date and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the Existing Collateral Agreement is hereby amended as follows:

(i)          the body of the Existing Collateral Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Collateral Agreement attached hereto as Annex B;

(ii)         Exhibit I (Form of Supplement), Exhibit II (Form of Copyright Security Agreement), Exhibit III (Form of Patent Security Agreement), and Exhibit IV (Form of Trademark Security Agreement) to the Existing Collateral Agreement are hereby amended and restated in the forms attached hereto as Annex B; and

(iii)       Schedules I through V to the Existing Collateral Agreement are hereby amended and restated in the forms attached hereto as Annex B, and a new Schedule VI is added in the form attached hereto as Annex B.

(c)         Amendments to Existing Guarantee Agreement.  Effective as of the Amendment Effective Date and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the Existing Guarantee Agreement is hereby amended as follows:

(i)          the body of the Existing Guarantee Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Guarantee Agreement attached hereto as Annex C;

(ii)         Exhibit A (Form of Supplement to First Lien Guarantee Agreement) to the Existing Guarantee Agreement is hereby amended and restated in the form attached hereto as Annex C; and

(iii)       Schedule I to the Existing Guarantee Agreement is hereby amended and restated in the form attached hereto as Annex C.

(d)         Consents.  Effective as of the Amendment Effective Date and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein and the direction of the Required Lenders, the Administrative Agent and the Collateral Agent acknowledge that their rights under the Loan Documents may be as affected hereby. Further the Required Lenders acknowledge, consent, and agree that:

(i)          notwithstanding anything to the contrary in the Existing Credit Agreement, pursuant to Section 9.02 of the Existing Credit Agreement, the Required Lenders hereby consent to the incurrence by the Loan Parties of the Indebtedness and other Super Senior Obligations pursuant to the Super Senior Loan Documents, which Indebtedness and other Super Senior Obligations shall rank senior in right of payment to the First Lien Obligations pursuant to the terms and conditions set forth in the Intercreditor Agreement;

(ii)         notwithstanding anything to the contrary in the Existing Credit Agreement, the Loan Parties may create, incur, assume and permit to exist, Liens on the Collateral securing such Indebtedness and other Super Senior Obligations pursuant to the Super Senior Loan Documents, which Liens shall rank senior in priority to the Liens on the Collateral securing the First Lien Obligations pursuant to the terms and conditions set forth in the Intercreditor Agreement;

(iii)       notwithstanding anything to the contrary in the Existing Credit Agreement, the Loan Parties may enter into, and engage in, the transactions contemplated by the Super Senior Loan Documents;

(iv)        notwithstanding anything to the contrary in the Existing Credit Agreement, the Loan Parties may enter into, incur, or permit to exist any agreements or other arrangements set forth in the Super Senior Loan Documents;

(v)         notwithstanding anything to the contrary in the Existing Credit Agreement, (A) CPI Card Group - Tennessee, Inc.’s modification of its Organizational Documents (i) in the form of Second Amended and Restated Charter of CPI Card Group - Tennessee, Inc. attached hereto as Exhibit A and (ii) in the form of the Amended and Restated By-laws attached hereto as Exhibit B, are hereby approved, and (B) CPI Holding Co.’s modification of its By-laws in the form of Amendment No. 2 to Amended and Restated By-laws of CPI Holding Co. attached hereto as Exhibit C is hereby approved;

(vi)        notwithstanding anything to the contrary in the Credit Agreement, the actions taken or to be taken in connection with the winding up and liquidation of CPI Card Group - Europe Limited, CPI Card Group - Petersfield Limited, and CPI Card Group - Liverpool Limited are hereby approved;

(vii)       notwithstanding anything to the contrary in the Credit Agreement, CPI Acquisition, Inc. may change its name to CPI CG Inc. upon complying with the notice requirements in the Loan Documents; and

(viii)     notwithstanding anything to the contrary in the Existing Credit Agreement, the Required Lenders agree that the delivery of the Borrower’s notice of election to terminate the Revolving Commitment at any time prior to the Amendment Effective Time is effective to terminate the Revolving Commitments with effect immediately prior to the Amendment Effective Time.

Section 3.        Conditions Precedent.  This Amendment shall not become effective unless and until each of the conditions precedent set forth below has been satisfied or the satisfaction thereof shall have been waived in writing by the Required Lenders (the date of satisfaction or waiver of such conditions being referred to as the “Amendment Effective Date” and the time on the Amendment Effective Date as of which all such conditions have been satisfied or waived being referred to as the “Amendment Effective Time”):

(a)         Executed Documents.  Receipt by the Administrative Agent of counterparts of:

(i)          this Amendment, duly executed and delivered by the Administrative Agent, the Required Lenders, the Borrower, Holdings, and each other Loan Party, and

(ii)         the Intercreditor Agreement, on terms and conditions reasonably satisfactory to the Administrative Agent and the Required Lenders, as evidenced by the Administrative Agent’s and Collateral Agent’s execution thereof (at the direction of the Required Lenders), duly executed and delivered by the Administrative Agent, the Collateral Agent, the administrative agent and the collateral agent under the Super Senior Credit Agreement, as applicable, the Borrower, Holdings, and each other Loan Party;

(b)         Secretary’s Certificates.  The Administrative Agent shall have received a certificate of each Loan Party, dated the Amendment Effective Date, executed by any Responsible Officer of such Loan Party, and certifying, among other things,

(i)          that attached to such certificate are (A) true and complete copies of the  Organizational Documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (B) true and complete copies of the resolutions then in full force and effect adopted by the board of directors and/or similar governing bodies of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment, and (C) a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation to the extent applicable; and

(ii)         the name(s) of the Responsible Officers of such Loan Party authorized to execute Loan Documents to which it is a party, together with incumbency samples of the true signatures of such Responsible Officers.

(c)         Expenses.  Except as otherwise agreed, the Borrower shall have paid the invoiced out-of-pocket costs and expenses required to be paid pursuant to Section 9.03 of the Credit Agreement.

(d)         Super Senior Facility.  The Super Senior Loan Parties shall have entered into a super senior first lien credit agreement (the “Super Senior Credit Agreement”) on terms and conditions reasonably satisfactory to the Required Lenders.

(e)         Termination of Revolving Commitments.  The Borrower shall have validly elected to terminate the whole of the Revolving Commitments pursuant to Section 2.08 of the Existing Credit Agreement effective prior to the Amendment Effective Date, with the effect, among others, that on the Amendment Effective Date, the determination of whether the Administrative Agent has received duly executed counterparts of this Amendment from the Required Lenders pursuant to Section 3(a)(i) of this Amendment shall be made without regard to the Lenders which had Revolving Exposures prior to the Amendment Effective Date.  Upon termination of the Revolving Commitments, the Letter of Credit Sublimit shall be automatically reduced to zero and all outstanding letters of credit agreements shall have been terminated or replaced.

Section 4.        Post-Closing Covenants.  (a) With respect to each deposit account, commodities account, and securities account of the Loan Parties in existence on the Amendment Effective Date (other than Excluded Accounts), the Borrower shall, no later than the ninetieth (90th) calendar day after the Amendment Effective Date (or such later date as the Super Senior Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent and Super Senior Administrative Agent, in a form satisfactory to the Agents and the Super Senior Administrative Agent, duly executed Control Agreements in accordance with and to the extent required by the Security Documents or close such account and transfer any funds therein to an account that otherwise meets the requirements of this Section 4, (b) Holdings or the Borrower shall, and shall cause each of the Subsidiaries to, take the actions set forth in Schedule 4(b) within the time frames set forth therein or such longer period as the Super Senior Collateral Agent may agree in its sole discretion and (c) the failure to comply with the covenants set forth in this Section 4 within the applicable time frames set forth above shall constitute an immediate Event of Default.

Section 5.        Representations and Warranties.  Each Loan Party hereby represents and warrants as of the date hereof (and, if the date hereof is not the Amendment Effective Date, as of the Amendment Effective Date) that:

(a)         no Default or Event of Default has occurred and is continuing,

(b)         all representations and warranties of such Loan Party contained in the Loan Documents (as amended pursuant to this Amendment) are true and correct in all material respects with the same effect as if made on and as of such date(s), except to the extent such representations and warranties specifically relate to an earlier date, in which case, such representations and warranties were true and correct in all material respects on and as of such earlier date (and except to the extent such representations and warranties are already qualified by materiality in which case such representations and warranties were true and correct in all respects with the same effect as if made on and as of such date(s)),

(c)         the execution, delivery and performance by such Loan Party of this Amendment, and the performance of each Loan Document (as amended pursuant to this Amendment) by each Loan Party that is a party thereto,

(i)          are within such Loan Party’s corporate powers,

(ii)         have been duly authorized by all necessary corporate action, of such Loan Party,

(iii)       require no Governmental Approvals, except for Governmental Approvals (x) as have been obtained or will be obtained on or before the Amendment Effective Date, (y) the absence of which would not reasonably be expected to have a Material Adverse Effect, or (z) in connection with filings with respect to the Collateral,

(iv)        do not violate any provision of any law or any governmental rule or regulation applicable to Holdings, the Borrower or any of its Subsidiaries, the Organizational Documents of Holdings, the Borrower or any of its Subsidiaries or any order, judgment or decree of any court or other Governmental Authority binding on Holdings, the Borrower or any of its Subsidiaries, except for any violation that would not reasonably be expected to result in a Material Adverse Effect,

(v)         do not conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contractual obligation of Holdings, the Borrower or any of its Subsidiaries, except for any conflict, breach or default that would not reasonably be expected to result in a Material Adverse Effect,

(vi)        will not result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings, the Borrower or any of its Subsidiaries (other than any (x) Liens created under any of the Loan Documents in favor of the Collateral Agent, (y) Liens created under any of the Super Senior Loan Documents in favor of the Super Senior Collateral Agent and (z) other Liens permitted by the Credit Agreement and the Super Senior Loan Documents), and

(vii)       require any approval of stockholders or any approval or consent of any Person under any material contractual obligation of Holdings, the Borrower or any of its Subsidiaries, except for such approvals or consents (x) which have been obtained or will be obtained on or before the Amendment Effective Date or (y) the absence of which would not reasonably be expected to have a Material Adverse Effect,

(d)         this Amendment has been duly executed and delivered by such Loan Party, and

(e)         each of this Amendment, the Credit Agreement, the Collateral Agreement, the Guarantee Agreement, and the other Loan Documents (as amended pursuant to this Amendment) to which it is a party constitutes a legally valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with their respective terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 6.        Ratification.

(a)         Each Loan Party hereby:

(i)          ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and Liens in favor of the Collateral Agent for the benefit of itself, the Administrative Agent and the Lenders under each Loan Document (as amended pursuant to this Amendment) to which it is a party;

(ii)         agrees and acknowledges that the Liens in favor of the Collateral Agent, the Administrative Agent and the Lenders under each Loan Document (as amended pursuant to this Amendment) constitute valid, and to the extent required by such Loan Documents, Liens on all of the Collateral with the priority required by the Security Documents, and such Liens are not subject to avoidance, disallowance or subordination pursuant to any Requirement of Law, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(iii)       agrees and acknowledges the First Lien Obligations constitute legal, valid and binding obligations of the Loan Parties, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law), and that as of the Amendment Effective Date, (A) no offsets, defenses, or counterclaims to the First Lien Obligations or any other causes of action with respect to the First Lien Obligations or the Loan Documents (as amended pursuant to this Amendment) exist and (B) no portion of the First Lien Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any Requirement of Law;

(iv)        agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents (as amended pursuant to this Amendment);

(v)         agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s, nor the Collateral Agent’s, nor any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Credit Agreement with respect to any subsequent modifications, consent or waiver with respect to the Credit Agreement or other Loan Documents (as amended pursuant to this Amendment); and

(vi)        consents to this Amendment and the transactions contemplated hereby.

(b)         Each Loan Party acknowledges and agrees that any of the Loan Documents (as amended pursuant to this Amendment) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law), and shall not be impaired or limited by the execution or effectiveness of this Amendment.

(c)         The Credit Agreement and each other Loan Document (as amended pursuant to this Amendment) are in all respects hereby ratified and confirmed and neither the execution, delivery nor

effectiveness of this Amendment shall operate as a waiver of any Default or Event of Default (whether or not known to any Agent or any Lender), or any right, power, or remedy of the any Agent or any Lender of any provision contained in the Credit Agreement or any such other Loan Document, whether as a result of any Default, Event of Default, or otherwise and the rights, powers, privileges, rights to indemnification or reimbursement, protections or remedies afforded the Administrative Agent, the Collateral Agent and the Lenders under the Credit Agreement and the other Loan Documents shall apply to the execution hereof and any action (or inaction) required hereunder or in connection with the transactions contemplated hereunder. This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement and any other Loan Document.

(d)         On and after the Amendment Effective Date, all references:

(i)          in the Existing Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Existing Credit Agreement as amended pursuant to this Amendment and as further amended, modified, extended, restated, replaced, or supplemented from time to time;

(ii)         in the Existing Collateral Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Collateral Agreement” shall be deemed to be references to the Existing Collateral Agreement as amended pursuant to this Amendment and as further amended, modified, extended, restated, replaced, or supplemented from time to time; and

(iii)       in the Existing Guarantee Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Guarantee Agreement” shall be deemed to be references to the Existing Guarantee Agreement as amended pursuant to this Amendment and as further amended, modified, extended, restated, replaced, or supplemented from time to time.

Section 7.         Continuing Effect on the Credit Agreement and the other Loan Documents.  The Borrower, Holdings, the other Loan Parties, the Administrative Agent, Collateral Agent and the Consenting Lenders hereby acknowledge and agree that the Credit Agreement and each other Loan Document shall continue to be and remain unchanged and in full force and effect in accordance with its terms, except as expressly provided herein.  Nothing herein shall be deemed to entitle the Borrower, Holdings, or the other Loan Parties to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the other Loan Documents in similar or different circumstances.  Nothing contained in this Amendment shall be construed or interpreted or is intended as a waiver of or limitation on any rights, powers, privileges, rights to indemnification or reimbursement, protections or remedies that the Administrative Agent, the Collateral Agent or the Lenders have or may have under the Credit Agreement or any other Loan Document (as amended pursuant to this Amendment) on account of any Default or Event of Default.

Section 8.       Counterparts.  This Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  This Amendment may be transmitted and/or signed by telefacsimile and by signatures delivered in ‘PDF’ format by electronic mail.  Subject to any Requirement of Law, the

effectiveness of any such documents and signatures shall have the same force and effect as an original copy with manual signatures and shall be binding on all Loan Parties, the Agents, and the Lenders.

Section 9.        Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 10.    Fees and Expenses.  The Borrower acknowledges that under Section 9.03 of the Credit Agreement, the Borrower is obligated to pay, and the Borrower confirms that it shall pay promptly, all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with the negotiation, preparation and execution of this Amendment, including all reasonable fees, charges and disbursements of each of the Administrative Agent’s and the Collateral Agent’s counsel in connection therewith.

Section 11.      Entire Agreement.  This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties hereto concerning its subject matter.

Section 12.      Successors and Assigns.  This Amendment shall be binding on and inure to the benefit of the parties hereto and their successors and permitted assigns.

Section 13.      Agent Authorization.  Each of the undersigned Lenders hereby authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver this Amendment, in each case on behalf of the Lenders and such undersigned lenders acknowledges and agrees that the rights, powers, privileges, rights to indemnification or reimbursement, protections or remedies afforded the Administrative Agent and the Collateral Agent the Credit Agreement and the other Loan Documents shall apply to the execution hereof and any action (or inaction) required hereunder or in connection with the transactions contemplated hereunder.

Section 14.      Release.

(a)         Effective on the date hereof, Borrower and each other Guarantor, for itself and on behalf of its successors and assigns, and their respective officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges, each Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals, and all other persons and entities to whom any Agent or any Lender would be liable if any such Person were found to be liable to Borrower or such Guarantor (each a “Releasee” and collectively, the “Releasees”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character,  whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower or such Guarantor ever had from the beginning of the world, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to

any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents.  As to each and every Claim released hereunder, Borrower and each other Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

As to each and every Claim released hereunder, Borrower and each other Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

Borrower and each other Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts.  Borrower and each other Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b)         Borrower and each other Guarantor, for itself and on behalf of its successors and assigns, and their respective officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release.  Borrower and each other Guarantor further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of any Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents.  If Borrower, any other Guarantor, or any of their respective successors or assigns, or their respective officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

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IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to  be duly executed and delivered by their proper and duly authorized officers as of the date first above written.

 

 

 

 

 

 

 

 

Execution Version (conformed to

include First Amendment)

 

Annex A-1 to First Lien Amending Agreement

Amendments to First Lien Credit Agreement

 

FIRST LIEN CREDIT AGREEMENT

dated as of

August 17, 2015

among

CPI CARD GROUP INC.

as Holdings,

CPI ACQUISITION, INC.,

as the Borrower,

The Lenders from time to time party hereto,

and

THE BANK OF NOVA SCOTIAGLAS USA LLC,

 as Administrative Agent

and

GLAS AMERICAS LLC,

as Collateral Agent

 

▇▇▇▇▇▇▇ SACHS LENDING PARTNERS LLC

and

BNP PARIBAS

and

THE BANK OF NOVA SCOTIA,

 as Joint Lead Arrangers and Joint Bookrunners

and

BANK OF MONTREAL

and

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH

as Co-Documentation Agents

 

 

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

 

 

 

 

TABLE OF CONTENTS

SCHEDULES:

 

 

FIRST LIEN CREDIT AGREEMENT dated as of August 17, 2015 (as amended by the First Amendment and the First Lien Amending Agreement and as further amended, modified, extended, restated, replaced, or supplemented from time to time, this “Agreement”), among CPI Card Group Inc., a Delaware corporation (“Holdings”), CPI Acquisition, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto, The Bank of Nova Scotia (in its individual capacity, “Scotiabank”)GLAS USA LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the several financial institutions from time to time party to this Agreement that extend Term Loans or Revolving Loans to the Borrower (collectively, the “Lenders” and individually each a “Lender”) and GLAS AMERICAS LLC, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties under the Security Documents.

WHEREAS, Holdings intends to redeem $276,317,938 of its preferred stock  and refinance the indebtedness under the Existing Credit Agreement;

WHEREAS, the Borrower has requested that, immediately upon (or contemporaneously with) the satisfaction in full of the applicable conditions precedent set forth in Section 4.01 below, the Lenders and Issuing Banks extendextended credit to the Borrower in the form of (i) first lien term loans denominated in U.S. Dollars in an aggregate principal amount of $435,000,000 to be borrowed on the Closing Date; and (ii) a Revolving Facility consisting of a $40,000,000 revolving credit facility denominated in U.S. Dollars.  The Revolving Facility may include one or more Letters of Credit issued from time to time; and

WHEREAS, the Lenders have indicated their willingness to extend such credit, and the Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein;pursuant to the First Lien Amending Agreement, this Agreement is being amended to, among other things, (a) remove a revolving loan facility and (b) provide for the Borrower to incur secured Indebtedness pursuant to the Super Senior Loan Documents;

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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

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

“Acceptable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(1).

 

 

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

“Acceptance and Prepayment Notice” means an irrevocable written notice from a Term Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term .Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(ii)(D)(1) substantially in the form of Exhibit P.

“Acceptance Date” has the meaning specified in Section 2.11(a)(ii)(D)(1).

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period prior to the applicable acquisition or conversion, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to Holdings, the Borrower and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Pro Forma Entity and its subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.

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

“Additional Lender” means any Additional Revolving Lender or any Additional Term Lender, as applicable.

“Additional Revolving Lender” means, at any time, any bank or other financial institution selected by the Borrower that agrees to provide any portion of any (a) Revolving Commitment Increase pursuant to an Incremental Revolving Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.21(a);  provided that each Additional Revolving Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent, the Swingline Lender and each Issuing Bank (such approval in each case not to be unreasonably withheld or delayed) in the case of a Revolving Commitment Increase with respect to the Revolving Commitments.

“Additional Term Lender” means, at any time, any bank or other financial institution selected by the Borrower that agrees to provide any portion of any (a) Term Commitment Increase pursuant to an Incremental Term Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.21(a);  provided that each Additional Term Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed).

“Adjusted Eurodollar Rate” means, with respect to any Eurodollar Borrowing of Term Loans or Revolving Loans for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.0%) equal to (i) the Eurodollar Rate for such

Interest Period multiplied by (ii) the Statutory Reserve Rate; provided that, notwithstanding the foregoing, in the case of Term Loans, the Adjusted Eurodollar Rate shall at no time be less than 1.00% per annum and in the case of Revolving Loans, the Adjusted Eurodollar Rate shall at no time be less than 0.00% per annum.

“Administrative Agent” has the meaning given to such term in the preamble to this Agreement.

“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 Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated Debt Funds” means any Affiliated Lender (other than a natural Person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course for which no personnel making investment decisions in respect of any equity fund which has a direct or indirect equity investment in Holdings, the Borrower, or the Restricted Subsidiaries has the right to make any investment decisions and with respect to which the Sponsor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

“Affiliated Lender” means, at any time, any Lender that is (x) the Sponsor or an Affiliate of Sponsor or (y) Holdings, the Borrower, or any of their respective subsidiaries.

“Agent Parties” has the meaning given to such term in Section 9.01(c).

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Agreement” has the meaning given to such term in the preliminary statements hereto.

“All‑In Yield” means as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, Eurodollar Rate or ABR floor greater than 2.00%, with respect to an ABR floor, and 1.00% with respect to a Eurodollar Rate floor, or otherwise; provided that (a) original issue discount and upfront fees (which shall be deemed to constitute like amounts of OID) shall be equated to interest rate assuming a 4‑year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness), (b) customary arrangement, structuring. or commitment fees, or other similar fees and expenses payable in connection with such Indebtedness that are not paid for the account of, or distributed to, all Lenders or holders of such new or replacement Indebtedness shall be excluded and (c) if such Indebtedness includes a Eurodollar Rate or ABR floor greater than 2.00% with respect to an ABR floor and 1.00% with respect to a Eurodollar Rate floor, such increased amount shall be equated to interest margin to the extent an increase in such interest rate floor would cause an increase in the interest rate then in effect.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (c) the Adjusted Eurodollar Rate determined on such date (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1%.  Any change in the Alternate Base Rate due to a change in the “Prime Rate”, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective from and including the effective date of such change in the “Prime Rate”, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, respectively.  Notwithstanding the foregoing, with respect to the Term Loans, the Alternate Base Rate will be deemed to be 2.00% per annum if the Alternate Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 2.00% per annum.

“Amendment Effective Date” has the meaning set forth in the First Lien Amending Agreement.

“AML Legislation” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law, or treaties of any jurisdiction applicable to the Loan Parties or their Subsidiaries from time to time concerning or relating to terrorism financing or money laundering, including, without limitation, the Bank Secrecy Act, as amended by the PATRIOT Act, and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and other applicable anti-money laundering, anti-terrorist financing and “know your client” LawsRequirements of Law.

“Anti-Corruption Laws” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law, or treaties of any jurisdiction applicable to the Loan Parties or their Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the FCPA, any applicable law or regulation implementing the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, and any other applicable anti-corruption or anti-bribery laws and regulations.

“Applicable Account” means, with respect to any payment to be made to the Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type.

“Applicable Agent” means (a) with respect to a Borrowing, or Loan, Letter of Credit, and with respect to any payment hereunder that does not relate to a particular Loan, or Borrowing, or Letter of Credit, the Administrative Agent, and (b) with respect to the Collateral or any Security Document, the Collateral Agent.

“Applicable Commitment Fee Percentage” shall mean:

 

 

Any increase or decrease in the Applicable Commitment Fee Percentage resulting from a change in the Total Net Leverage Ratio shall become effective as of the second Business Day immediately following each date a Compliance Certificate is required to be delivered pursuant to Section 5.01(d) for a fiscal quarter; provided,  however, that if no Compliance Certificate is delivered when due in accordance with such subsection, then Tier I shall apply as of the date of the failure to deliver such Compliance Certificate until such date as the Borrower delivers such Compliance Certificate and Tier I shall apply from the Closing Date until a Compliance Certificate is delivered by the Borrower pursuant to Section 5.01(d) for the first full fiscal quarter following the Closing Date.  If the Total Net Leverage Ratio reported in any Compliance Certificate shall be determined to have been incorrectly reported and if correctly reported would have resulted in a higher Applicable Commitment Fee Percentage, then the Applicable Commitment Fee Percentage shall be retroactively adjusted to reflect the higher rate that would have been applicable had the Total Net Leverage Ratio been correctly reported in such Compliance Certificate and the additional amounts resulting therefrom shall be due and payable upon demand from Administrative Agent.

“Applicable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(1).

“Applicable Fronting Exposure” means, with respect to any Person that is an Issuing Bank at any time, the sum of (a) the aggregate amount of all Letters of Credit issued by such Person in its capacity as an Issuing Bank (if applicable) that remains available for drawing at such time and (b) the aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if applicable) that have not yet been reimbursed by or on behalf of the Borrower at such time.

“Applicable Percentage” means, at any time, with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the total Revolving Exposure at that time); provided that, at any time any Revolving Lender shall be a Defaulting Lender, “Applicable Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment.

“Applicable Rate” means, with respect to ABR Borrowings, 3.50% per annum and, with respect to Eurodollar Borrowings, 4.50% per annum.

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

“Approved Fund” means, with respect to any Lender or Eligible Assignee, any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding, or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered, advised, or managed by (a) such Lender or Eligible Assignee, (b) an Affiliate of such Lender or Eligible Assignee, or (c) an entity or an Affiliate of an entity that administers, advises, or manages such Lender or Eligible Assignee.

“Asset Disposition”:  means a sale, lease, license, transfer, or other voluntary disposition of Property of the Borrower or any of its Restricted Subsidiaries, including a disposition of Property in connection with a Sale and Leaseback Transaction (other than a disposition of Property in connection with a Sale and Leaseback Transaction if the Property subject to such Sale and Leaseback Transaction was acquired by one or more of the Borrower and such Restricted Subsidiaries (a) with the intent to finance such acquisition through a leasing arrangement and (b) not more than 90 days prior to such disposition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), and any casualty or condemnation event regarding such Property.

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

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

“Audited Financial Statements” means the audited consolidated balance sheet of Holdings and its subsidiaries for the fiscal yearyears ended December 31, 2014 and the two most recently completed prior fiscal years2018, December 31, 2017 and December 31, 2016, and, in each case, the related consolidated statements of operations and cash flows of such Persons.

“Available Amount” means, at any time (a) the sum at such time of (i) $15,000,000, plus without duplication (ii) Cumulative Excess Cash Flow for each fiscal year of Holdings in respect of which financial statements have been delivered under Section 5.01(a),  plus (iii) the Net Proceeds from any sale or issuance of any Equity Interests (other than Disqualified Equity Interests and Cure Amounts) by Holdings or from any capital contributions in respect of Equity Interests (other than Disqualified Equity Interests and Cure Amounts) of Holdings, in each case to the extent such Net Proceeds are directly contributed to, and received by, the Borrower, plus (iv) the Net Proceeds of any Disposition of Investments made pursuant to Section 6.04(h) or (t) in reliance on the Available Amount, plus (v) to the extent not otherwise included, the aggregate amount of cash dividends, distributions, interest, fees, premiums, returns

of capital, repayments of principal, income, or profit returned to the Borrower or any Restricted Subsidiary in respect of Investments made pursuant to Section 6.04(h) or (t) in reliance on the Available Amount (up to the amount of the Investment), plus (vi) amounts declined by any Lender and any Super Senior Lender and retained by the Borrower pursuant to Section 2.11(f) and Section 2.11(f) of the Super Senior Credit Agreement, respectively,  plus (vii) the fair market value of all Qualified Equity Interests of the Borrower issued upon conversion or exchange of Indebtedness or Disqualified Equity Interests of the Borrower, or any of its Restricted Subsidiaries after the Closing Date, together with the fair market value of any assets constituting Permitted Investments received upon such conversion or exchange minus (b) the sum at such time of (i) all prepayments required to be made under Section 2.11(d) (without giving effect to the first proviso in such Section) or under Section 2.11(d) of the Super Senior Credit Agreement (without giving effect to the proviso in such section) in respect of Excess Cash Flow, (ii) Restricted Payments previously made under Section 6.07(a)(ix) in reliance on the Available Amount, (iii) prepayments of Indebtedness previously made under Section 6.07(b)(v) in reliance on the Available Amount and (iv) Investments previously made under Section 6.04(h) and (t) in reliance on the Available Amount.

“Bankruptcy Code” means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.

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

“Borrower” means CPI Acquisition, Inchas the meaning assigned to such term in the preamble of this Agreement.

“Borrower Materials” has the meaning assigned to such term in Section 5.01(g).

“Borrower Notice” has the meaning assigned to such term in clause (h) of the definition of “Collateral and Guarantee Requirement.”

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.11(a)(ii)(B).

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Term Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Section 2.11(a)(ii)(C).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(ii)(D).

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

“Borrowing Minimum” means (a) in the case of a Eurodollar Revolving Borrowing, $250,000 or (b) in the case of an ABR Revolving Borrowing, $250,000.

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

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 which, if in writing, shall be substantially in the form of Exhibit F.

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

“Business Day” means any day that is not a Saturday, Sunday, or other day on which commercial banks in New York City or Toronto are authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Calculation Date” shall mean, as applicable, (a) the Closing Date or (b) the last Business Day of each calendar month.

“Canadian Dollars” means the lawful money of Canada.

“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.  For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

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

“Cash Management Obligations” means obligations of Holdings, the Borrower or any Subsidiary in respect of any overdraft, custom bonds, payment systems and related liabilities arising from treasury, depository, and cash management services, or any automated clearing house transfers of funds.

“Cash Restructuring Add-Back”  has the meaning assigned to such term in the definition of “Consolidated EBITDA.”

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards or in respect of any equipment, fixed assets, or real property (including any improvements thereon) to replace or repair such equipment, fixed assets, or real property.

   “Change in Control” means (a) prior to a Qualified IPO, the Permitted Holders shall fail to own or control, directly or indirectly, through beneficial ownership or contract rights, equity interests representing more than 50% of the total voting power of Holdings; (b) upon or after the consummation of a Qualified IPO, a Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), but excluding any employee benefit plan of Holdings or any of its subsidiaries (or any direct or indirect parent company thereof), and any Person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan, other than the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Equity Interests representing more than the greater of (x) 35% of the then-outstanding total voting power of Holdings and (y) the percentage of the then-outstanding total voting power of Holdings owned, directly or indirectly, beneficially by the Permitted Holders; (cb) Holdings shall fail to own direct beneficial ownership of 100% of the outstanding Equity Interests in the Borrower; or (dc) a “change of control” (or analogous term) shall have occurred under any Ratio Debt, Permitted Refinancing, or Permitted Refinancing Notes, or Replacement Revolving Facilityunder any Super Senior Loan Documents.

“Change in Law” means:  (a) the adoption of any rule, regulation, treaty, or other law after the date of this Agreement, (b) any change in any rule, regulation, treaty, or other law or in the administration, interpretation, or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any request, guideline, or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided, that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, guidelines, or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, or issued.

“Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Other Revolving Loans, Swingline Loans, Term Loans or Other Term Loans of any series, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Other Revolving Commitment, Term Commitment or Other Term Commitment of any series, and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments.  Other Term Commitments, Other Revolving Commitments, Other Term Loans,

Other Revolving Loans, Revolving Loans made pursuant to any Revolving Commitment Increase and term loans made pursuant to any Term Commitment Increase that have different terms and conditions shall be construed to be in different Classes.

“Closing Date” means August 17, 2015.

 “Co-Documentation Agents” means Bank of Montreal and Canadian Imperial Bank of Commerce, New York Branch.

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

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

“Collateral Agent”  means Scotiabankhas the meaning given to such term in its capacity as collateral agent for the Secured Parties, and any successor collateral agentthe preamble to this Agreement.

“Collateral Agreement” means the Collateral Agreement, dated as of the Closing Date, in the form of Exhibit E among the Loan Parties party thereto and the Collateral Agent to secure the Secured Obligations of such Loan Parties, as amended by the First Lien Amending Agreement and as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

“Collateral and Guarantee Requirement” means, at any time, subjectexcept, in each case to Section 5.14, as otherwise contemplated by the terms of the Intercreditor Agreement, the requirement that:

(a)        On or prior to the ClosingAmendment Effective Date, the Administrative Agent shall have received (i) from Holdings, the Borrower, and each Subsidiary (other than an Excluded Tax Subsidiary) existing on the ClosingAmendment Effective Date, a counterpart of the Collateral Agreement, duly executed and delivered on behalf of such Person, and (ii) from Holdings and each Domestic Subsidiary existing on the Closing Date (other than ▇▇▇▇▇ Excluded Tax Subsidiary) existing on the Amendment Effective Date, a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person;

(b)        On or prior to the ClosingAmendment Effective Date, the Collateral Agent shall have received (i) a pledge of all the issued and outstanding Equity Interests of (A) the Borrower and (B) each Wholly Owned Subsidiary owned directly by Holdings, the Borrower, or any Subsidiary (it being understood that (1) no more than 65% of the voting Equity Interests of any “first tier” Excluded Tax Subsidiary owned by a Domestic Subsidiary and (2) no Equity Interests of any Excluded Tax Subsidiary owned by any Excluded Tax Subsidiary shall, in each case, be pledged to secure the Secured Obligations of the Borrower or any Guarantee thereof), and (ii) in the case of certificated Equity Interests required to be pledged pursuant to clause (i) above, to the extent required

by the Collateral Agreement, all certificates or other instruments (if any) representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c)        if any Indebtedness for borrowed money (including in respect of cash management arrangements) of Holdings, the Borrower, or any Subsidiary in an aggregate principal amount exceeding $5,000,000 is owing by such obligors to one or more Loan Parties, such Indebtedness shall be evidenced by a promissory note on terms at least as favorable to the Lenders as those set forth in the form of intercompany note attached as Exhibit N, that shall have been pledged pursuant to the Collateral Agreement (or other applicable Security Document as reasonably required by the Collateral Agent) and, to the extent required by the Collateral Agreement, the Collateral Agent shall have received such intercompany note, together with note powers or other undated instruments of transfer with respect thereto endorsed in blank;

(d)        in the case of any Person that becomes a Domestic Subsidiary after the Closing Date and is not an Excluded Immaterial Subsidiary or an Excluded Tax Subsidiary, the Administrative Agent and the Collateral Agent shall have received within the time periods set forth in Section 5.11 a supplement to (A) the Guarantee Agreement and (B) the Collateral Agreement, in each case in the form specified therein, duly executed and delivered on behalf of such Domestic Subsidiary;

(e)        [reserved];

(f)        after the ClosingAmendment Effective Date, (i) all the outstanding Equity Interests (A) issued or owned by any Person that becomes a Loan Party after the ClosingAmendment Effective Date and (B) all the Equity Interests that are acquired by a Loan Party after the ClosingAmendment Effective Date, in each case, to the extent not constituting Excluded Assets, shall have been pledged pursuant to the applicable Security Document; provided, that (A) no more than 65% of the voting Equity Interests of any “first tier” Excluded Tax Subsidiary owned by a Domestic Subsidiary and (B) no Equity Interests of any Excluded Tax Subsidiary owned by any Excluded Tax Subsidiary, in each case, shall be pledged to secure the Secured Obligations of the Borrower or any Guarantee thereof and (ii) to the extent required by the Collateral Agreement, the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(g)        except as otherwise contemplated by any Security Document, all documents and instruments, including UCC financing statements and other similar statements or forms used in other relevant jurisdictions and IP security agreements, required by law, or reasonably requested by the Collateral Agent to be filed, registered, or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded, or delivered to the Collateral Agent for filing, registration, or the

recording on the ClosingAmendment Effective Date or, with respect to Collateral acquired after the ClosingAmendment Effective Date, as required pursuant to SectionsSection 5.03,  5.11 or 5.12;

(h)        with respect to any fee-owned (but not leased or ground leased) Material Real Property, the Collateral Agent shall have received (i) counterparts of a First Lien Mortgage with respect to each Material Real Property duly executed and delivered by the record owner of such First Lien Mortgaged Property, (ii) a policy or policies of title insurance in an amount equal to the then fair market value of such First Lien Mortgaged Property and fixtures, in form and substance acceptable to the Collateral Agent, issued by a nationally recognized title insurance company in favor of the Collateral Agent and insuring the Lien of each such First Lien Mortgage as a first priority Lien on the First Lien Mortgaged Property described therein, free of any other Liens (except as expressly permitted by Sections 6.02(ii) - (viii),  (xi) - (xix),  (xxii),  (xxiii) and (xxivxxvi)), together with such endorsements as the Collateral Agent may reasonably request, (iii) with respect to Material Real Property located in the United States, no later than three Business Days prior to the date on which a First Lien Mortgage is executed and delivered, in order to comply with the Flood Laws, the following documents:  (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following:  the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”), (iv) such legal opinions as the Collateral Agent may reasonably request with respect to any such First Lien Mortgage or First Lien Mortgaged Property, in each case, in form and substance reasonably satisfactory to the Collateral Agent, (v) to the extent requested by the Collateral Agent, a survey of such First Lien Mortgaged Property in compliance with the 2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys reasonably satisfactory to the Collateral Agent, and (vi) evidence of payment of title insurance premiums and expenses, and all recording, mortgage, transfer, and stamp taxes and fees payable in connection with recording the First Lien Mortgage, any amendments thereto and any fixture filings in appropriate county land office(s).

Notwithstanding the foregoing provisions of this definition or anything in this Agreement, or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of, or security interests in, or the obtaining of title insurance, legal opinions, or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Restricted Subsidiary, if, and for so

long as the Collateral Agent and the Borrower reasonably agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions, or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to Holdings and its Affiliates (including the imposition of material withholding or other taxes)) shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents, (c) in no event shall control agreements or other control or similar arrangements be required with respect to (i) deposit accounts, (ii) securities accounts or (iii) letter of credit rightsany Excluded Account, (d) in no event shall the Collateral of any Loan Party include any Excluded Assets of such Loan Party, (e) neither the Borrower nor any Subsidiary will be required to take any action to perfect any security interest in any of its owned Intellectual Property in any jurisdictions other than the United States and any other jurisdiction in which any Loan Party is organized, (f) in no event shall any Excluded Tax Subsidiary Guarantee the First Lien Obligations of the Borrower, (g) in no event shall (A) any Excluded Tax Subsidiary be required to pledge assets as Collateral under any Loan Document and (B) any Equity Interests of an Excluded Tax Subsidiary be pledged as Collateral under any Loan Document, except that 65100% of the voting Equity Interests of any “first tier” Excluded Tax Subsidiary owned by a Domestic Subsidiary may be pledged to secure the Secured Obligations of the Borrower or any Guarantee thereof and, (h) no foreign law guaranties, pledge agreements, or charge agreements shall be required.  The with respect to Holdings or the Borrower (so long as Holdings or the Borrower, respectively, is incorporated, organized, or otherwise formed under the laws of the United States, any state thereof, or the District of Columbia), any Domestic Subsidiary, or any Excluded Tax Subsidiary and (i) for the avoidance of doubt, prior to the time when the Super Senior Secured Obligations have been repaid in full in immediately available funds in accordance with the provisions of the Super Senior Credit Agreement, all instructions, whether oral or written, regarding any of the Collateral, shall be given solely by the Super Senior Collateral Agent.  Subject to the terms of the Intercreditor Agreement, the Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the ClosingAmendment Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the ClosingAmendment Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

“Commitment” means with respect to any Lender, its Revolving Commitment, Term Commitment of any Class, Other RevolvingTerm Commitment of any Class, Other Term Commitment of any Class or any combination thereof (as the context requires).

“Commitment Letter” means that certain Commitment Letter, dated as of July 26, 2015, by and among the Joint Lead Arrangers, the Co-Documentation Agents and the Borrower.

“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.

“Competitors” shall mean, from time to time, any Person, together with its Affiliates, that is engaged in the production and sale of financial payment cards and gift cards and services, packaging and production equipment with respect to such items, other than any bona fide debt fund or any such Person or its Affiliates that is generally in the business of investing in debt securities or syndicated loans.

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(d).

“Compliance Event” means, as of any Test Date, the Revolving Exposure (other than with respect to LC Exposure that has been cash collateralized in an amount equal to the outstanding amount thereof and other standby Letters of Credit with an aggregate face value of up to $1,500,000) of all Lenders outstanding at such time is greater than 50% of the aggregate principal amount of the Revolving Commitments of all Lenders.

“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  Depreciation  and  Amortization  Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and Capitalized Software Expenditures and amortization of unrecognized prior service costs, and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated  EBITDA”  means,  with  respect  to  any  period, Consolidated  Net Income of Holdings, Borrower, and its Restricted Subsidiaries for such period:

(1)       increased by (without duplication) the following amounts which have been deducted (and not added back) in computing Consolidated Net Income:

(a)        provision  for  taxes  of  Holdings , Borrower, and  its  Restricted  Subsidiaries, including, without limitation, foreign, federal, state, local, franchise, excise, and similar  taxes  and  foreign  withholding  taxes  (including  penalties  and  interest related to such taxes or arising from tax examinations, and including pursuant to any tax sharing arrangements) paid or accrued during such period; plus

(b)        Consolidated  Interest  Expense  and  Charges  for  such  period (including  (x)  net  losses  on  obligations  under  Hedging  Agreements  or  other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection  with  financing  activities,  in  each  case,  to  the  extent  included  in Consolidated Interest Expense and Charges), together with items excluded from the definition of “Consolidated Interest Expense and Charges” pursuant to clause

(1) of the definition thereof, and, in each such case, to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c)        Consolidated  Depreciation  and  Amortization  Expense  for  such period; plus

(d)        any   fees,   expenses  , or   charges   (other   than   depreciation   or amortization  expense)  related  to  any  equity  offering,  Permitted  Acquisition, Permitted Investment, disposition, recapitalization, or the incurrence or repayment of Indebtedness in each case permitted under the Loan Documents (whether or not successful),   including   (i)   such   fees,   expenses  , or   charges   related   to   the Transactions and (ii) any fees, costs (including call premiums), commissions, expenses, and other charges related to any amendment or other modification of any Indebtedness permitted under the Loan Documents; plus

(e)        the amount of any non-cash restructuring charge, accrual , or reserve, including any non-cash restructuring costs incurred in connection with acquisitions  after the Closing Date  and  non-cash  costs  related  to  the  closure and/or consolidation of facilities; provided that if any such non-cash  charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus

(f)        the amount of any cash restructuring charge, accrual, or reserve, including any cash restructuring costs incurred in connection with acquisitions after the Closing Date, cash costs related to the implementation of cost savings initiatives  and  operating  expense  reductions,  closure  and/or  consolidation  of facilities and plants, opening and pre-opening expenses, business optimization and other integration, and transition charges (including inventory optimization programs, software development costs, costs relating to curtailments, costs related to entry into new markets, strategic initiatives and contracts, consulting fees, expansion and relocation expenses, modifications to pension and post-retirement employee benefit plans, new systems design and implementation costs and startup costs), and severance and relocation, signing, retention, and executive recruiting costs; provided that the aggregate amount of all charges, accruals, or reserves for any measurement  period under this  clause (f) (the “Cash Restructuring Add- Back”), shall not exceed 25% of Consolidated  EBITDA before giving effect to the Cash Restructuring Add-Back; plus

(g)        any  other  non-cash  charges,  including  any  write-offs  or  write- downs, for such period; provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated

EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus

(h)        the  amount   of  any  minority  interest   expense  consisting  of Subsidiary income attributable to minority equity interests of third parties in any non-wholly ownedNon-Wholly Owned Subsidiary deducted; plus

(i)         the    amount    of    any   management,    monitoring,    consulting, transaction and advisory fees, and related expenses paid in such period to the extent otherwise permitted under Section 6.08;  plus

(j)         any costs or expense incurred pursuant to any management equity plan or stock option plan (including without limitation any phantom equity plan), or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Qualified Equity Interests of the Borrower; and

(2)        decreased  by (without  duplication) the following amounts  which  have been included in computing Consolidated Net Income:  (a) non-cash income or gains for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior  period  and  (b)  the  minority  interest  income  consisting  of  Subsidiary  losses attributable  to  minority  equity  interests  of  third  parties  in  any  non-wholly  ownedNon-Wholly Owned Subsidiary to the extent such minority interest income has not been received in cash by the Borrower or its Restricted Subsidiaries.

For purposes of computing Consolidated EBITDA for any fiscal period during which a Permitted  Acquisition  is  consummated,  there  shall  be  included  in  Consolidated  EBITDA (without duplication) as if such Permitted Acquisition had been consummated as of the first day of such period, the Acquired EBITDA of any Person or any division, product line, and/or business operated by any person, in  each  case,  acquired by the Borrower or any Restricted Subsidiary of the Borrower  during  such  period  to  the  extent  not  subsequently  sold,  transferred , or  otherwise disposed of (but not including the EBITDA of any related Person, property, business, or assets to the extent not so acquired) (each such Person or any division, product line, and/or business acquired and not subsequently disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a Pro Forma Basis.

For purposes of computing Consolidated EBITDA for any fiscal period during which a permitted  Disposition  of  a  Subsidiary,  division,  product  line , and/or  business  is consummated, there shall be excluded from Consolidated EBITDA (without duplication) as if such permitted Disposition had been consummated as of the first day of such period, the

Disposed EBITDA of any Person, property, business, or asset sold, transferred, or otherwise disposed of, or,  closed  or  classified  as  discontinued  operations  (but  if  such  operations  are  classified  as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, division, product line, and/or business so sold or disposed of, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business, or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, conversion, or disposition) determined on a Pro Forma Basis.

 “Consolidated First Lien Secured Indebtedness” means, as of any date of determination, the total amount of the Secured Obligations, the First Lien Obligations and all other Consolidated Net Debt outstanding on such date that is secured by Liens (other than Liens expressly permitted by Sections 6.02(ii), (vi), (viii)(B), (xii), (xvi), (xvii), (xix), and (xxiii)) on any asset of Holdings, the Borrower, or any Restricted Subsidiaries that are not subordinated to the Lien securing any Secured Obligations on terms reasonably satisfactory to the Administrative Agent and the Borrower.

“Consolidated  Interest  Expense  and  Charges” means, with respect to any Person for any period, the sum, without duplication, of (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts, and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the ▇▇▇▇-to-market valuation of obligations under Hedging Agreements or other derivative instruments pursuant to GAAP), (d) the interest component of Capital Lease Obligations, and (e) net payments, if any, pursuant to obligations under interest rate Hedging Agreements with respect to Indebtedness, and excluding (v) accretion or accrual of discounted liabilities not constituting Indebtedness, (w) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees, and expenses, and (y) any expensing of bridge, commitment, and other financing fees); plus consolidated capitalized interest of such Person and its Restricted Subsidiary for such period (whether paid or accrued); less interest income of such Person and its Restricted Subsidiaries for such period; plus (2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of any Disqualified Equity Interest, refunding capital stock or any preferred stock of the Borrower or a Restricted Subsidiary during such period; provided that for purposes of this definition, interest on Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“Consolidated Net Debt” means, as of any date of determination, (a) the U.S. Dollar Equivalent of the aggregate amount of Indebtedness of Holdings, the Borrower, and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of acquisition method accounting in connection with any Permitted Acquisition (or other Investment permitted hereunder)) consisting only of Indebtedness for borrowed money, unreimbursed obligations under letters of credit, obligations in respect of Capitalized Leases, and debt obligations evidenced by promissory notes or similar instruments, minus (b) U.S. Dollar Equivalent of the aggregate amount of cash and Permitted Investments of Holdings, the Borrower, and the Restricted Subsidiaries (in each case, free and clear of all Liens, other than Liens permitted pursuant to Section 6.02), excluding cash and Permitted Investments which are listed as “restricted” on the consolidated balance sheet of Holdings, the Borrower, and the Restricted Subsidiaries as of such date.

 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(a)        any after-tax effect of extraordinary, non-recurring, or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions and any Qualified IPO) shall be excluded,

(b)        the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(c)        any after-tax effect of income or loss from disposed, abandoned, or discontinued operations and any net after-tax gains or losses on disposed, abandoned, transferred, closed, or discontinued operations shall be excluded,

(d)        any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments, other than in the Ordinary Course of Business, as determined in good faith by the Borrower, shall be excluded,

(e)        the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions, or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the Borrower or a Restricted Subsidiary in respect of such period,

(f)        effects of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the property, equipment, leases, inventory, software, goodwill, and other intangible assets, in-process research and development, deferred revenue, deferred trade incentives and other lease-related items, advanced ▇▇▇▇▇▇▇▇, and debt line items (including deferred costs and deferred rent related thereto)) resulting from the application of

purchase or recapitalization accounting or, if applicable, acquisition method accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(g)        any after-tax effect of income or loss from the early extinguishment of Indebtedness or obligations under Hedging Agreements or other derivative instruments shall be excluded,

(h)        any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities, or as a result of a change in law or regulation, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(i)         any non-cash compensation charge or expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock, or other rights and any income or loss attributable to deferred compensation plans or trusts, including but not limited to charges and expenses arising under FASB ASC 718 and cash charges associated with the rollover, acceleration, or payout of Equity Interests by management of the Borrower or any of its direct or indirect parent companies in connection with the Transactions or any Qualified IPO shall be excluded,

(j)         any fees and expenses (including any adjustment of estimated payouts on earn-outs) incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Disposition, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed), and any charges or non-recurring merger costs incurred during such period as a result of any such transactions shall be excluded,

(k)        changes as a result of adoption or modification of accounting policies shall be excluded,

(l)         to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (1) not denied by the applicable carrier in writing within 180 days and (2) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses, or losses with respect to liability or casualty events or business interruption shall be excluded,

(m)       any gain or loss resulting in such period from obligations under Hedging Agreements and the application of FASB ASC 815 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations shall be excluded, and

(n)        any gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from obligations under Hedging Agreements for currency exchange risk) shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing and without duplication with any of clauses (a) through (n) above, Consolidated Net Income shall include the amount of proceeds actually received from business interruption insurance and reimbursements actually received of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer, or other disposition of assets permitted under this Agreement.

“Consolidated Total Secured Indebtedness” means, as of any date of determination, the total amount of Consolidated Net Debt outstanding on such date that is secured by a Lien on any asset of Holdings, the Borrower, or any Restricted Subsidiaries.

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of the U.S. Dollar Equivalent of all amounts (other than cash and Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower, and the Restricted Subsidiaries at such date, excluding the current portion of current and deferred income taxes over (b) the sum of the U.S. Dollar Equivalent of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower, and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and obligations under Lettersletters of Creditcredit, in each case, to the extent otherwise included therein, (iii) the current portion of interest, and (iv) the current portion of current and deferred income taxes; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by Holdings, the Borrower, and the Restricted Subsidiaries shall be measured from the date on which such acquisition or disposition occurred until the first anniversary of such acquisition or disposition with respect to the Person subject to such acquisition or disposition and (B) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of Consolidated Net Income and (III) any changes in current assets or current liabilities as a result of (x) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (y) fluctuations in currency exchange rates or (z) the effects of acquisition method accounting.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” means a deposit account control agreement, commodities account control agreement, or securities account control agreement (or similar agreement), as applicable, in form and substance reasonably satisfactory to the Administrative Agent, executed by one or more Loan Parties, the Administrative Agent and the relevant financial institution party thereto, which establishes the Administrative Agent’s control (within the meaning of Section 9-104, 9-106 and 8-106, as applicable, of the UCC) with respect to the applicable deposit account, commodities account, or securities account covered thereby.

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

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

“Credit Agreement Refinancing Debt Requirements” means, with respect to any Indebtedness incurred under a Refinancing Amendment or under Permitted Refinancing Notes, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, or refinance, in whole or part, any existing Term Loans (including any successive Credit Agreement Refinancing Indebtedness) (“Refinanced Debt”), that the following requirements are met:  (i) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt except by an amount equal to unpaid accrued interest and premium thereon plus fees and expenses incurred in connection with such Indebtedness, (ii) such Indebtedness does not mature, and in the case of Permitted Refinancing Notes, does not require any scheduled repayment, mandatory redemption (except with respect to change in control, asset sale and casualty event redemption offers and acceleration rights after an event of default) or sinking fund obligations prior to the date that is 91 days after the maturity date of such Refinanced Debt, (iii) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than, the Refinanced Debt, (iv) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Indebtedness is issued, incurred or obtained, (v) no Affiliated Lender shall hold any such Indebtedness constituting Other Term Loans if, after giving effect to the funding of such Other Term Loans, Affiliated Lenders would hold a greater percentage of Term Loans than is otherwise permitted by Section 9.04(f), (vi) if secured, such Indebtedness shall only be secured by the Collateral securing the Refinanced Debt on a pari passu basis or junior basis to the First Lien Obligations subject to intercreditor arrangements to be reasonably acceptable to the Administrative Agent and the Borrower and, in the case of loans, subject to MFN Protection consistent with Section 2.20(a), (vii) such Indebtedness shall be pari passu or subordinated as to right of payment to the First Lien Obligations; provided that any Indebtedness so subordinated in right of payment shall be subordinated on the same terms, (viii) such Indebtedness will have such pricing and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof and will have terms and conditions (other than maturity, pricing and optional prepayment or redemption terms) that are substantially identical to, or no more favorable (as reasonably determined by the Borrower) to the investors providing such Indebtedness than, the Refinanced Debt and will in any event not include any financial maintenance covenant that is not included in (or that is more restrictive than the

financial covenants included in) this Agreement (except for covenants or other provisions (A) applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is issued, incurred or obtained or (B) or that are on then-current market terms applicable to such type of Indebtedness) and (ix) such Indebtedness will not be guaranteed by any subsidiaries of Holdings that did not guarantee such Refinanced Debt (other than any Subsidiaries acquired in connection with the incurrence of such Indebtedness; provided that any such Subsidiaries Guarantee the First Lien Obligations not constituting Refinanced Debt pursuant to (and to the extent required by) Section 5.11).

“Credit Agreement Refinancing Indebtedness” means Indebtedness satisfying the Credit Agreement Refinancing Debt Requirements incurred under Permitted Refinancing Notes or pursuant to a Refinancing Amendment, in each case, pursuant to Section 2.21.

“CTA” means the total assets of Holdings, Borrower, and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP on the most recent balance sheet of Holdings, Borrower, and its Restricted Subsidiaries.

“Cumulative Excess Cash Flow” means either (i) for purposes of determining Available Amount, the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending nearest to December 31, 2016 and Excess Cash Flow for each succeeding completed fiscal year or (ii) for any other purpose, the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending nearest to December 31, 2020 and Excess Cash Flow for each succeeding completed fiscal year.

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

“Cure Expiration Date” has the meaning assigned to such term in Section 7.02(a).

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

“Currency Due”  shall havehas the meaning assigned to such term in Section 9.17.

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

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

“Defaulting Lender” means, subject to Section 2.22(d), any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit, within two Business Days of the date required to be funded by it hereunder (unless such failure relates to such Lender’s obligation to fund a Loan timely hereunder and is based on such Lender’s determination that a condition precedent to

funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in writing by such Lender) cannot be satisfied), (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement or provided any written notification to any Person to that effect with respect to its funding obligations hereunder (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied) or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)), to confirm in a manner satisfactory to the Administrative Agent and the Borrower that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, other than via an Undisclosed Administration, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow, or disaffirm any agreements made by such Lender.  Any such determination by the Administrative Agent as contemplated by preceding clauses (a) through (d)sentence shall be conclusive and binding on all Lenders, and the Administrative Agent shall have no liability to any Person with respect to such determination absent bad faith, gross negligence or willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment.

“Defaulting Lender Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank or Swingline Lender, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit obligations or Swingline Loans other than Letter of Credit obligations or Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.

 “Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 6.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of Holdings, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash

consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“▇▇▇▇▇▇ Note” means the Subordinated Promissory Note, dated as of September 2, 2014, by Borrower and Holdings, as obligors, in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as sellers’ representative.

“▇▇▇▇▇▇ Subordination Agreement” means that certain Subordination Agreement, dated as of the Closing Date, among the Subordinated Creditors (as defined therein) and the Administrative Agent.

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(B)(1).

“Discount Range” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2112.11(a)(ii)(C).

“Discount Range Prepayment Notice” means a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.11(a)(ii)(C) substantially in the form of Exhibit Q.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit R, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“Discount Range Proration” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(2).

“Discounted Prepayment Closing Date” means in the case of the Borrower Offer of Specified Discount Prepayment or Borrower Solicitation of Discount Range Prepayment Offer, five (5) Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance with Section 2.11(a)(ii)(B),  Section 2.11(a)(ii)(C) or Section 2.11(a)(ii)(D), as applicable unless a shorter period is agreed to between the Borrower and the Auction Agent.

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

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

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for the period through (but not after) the date of such disposition or conversion, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Holdings, the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries or to Converted Unrestricted Subsidiary and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary.

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

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

(a)        requires the payment of any dividend (other than dividends payable solely in Equity InvestmentsInterests of such Person that do not constitute Disqualified Equity Interests);

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

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

(d)        is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 91 days after the Latest Maturity Date; provided,  however, that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other First Lien Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination of the Commitments and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or any of its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings (or

any direct or indirect parent company thereof) or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person.

“Disqualified Lenders” shall mean (i) those institutions (including those institutions identified as Competitors) set forth on the list provided by the Borrower to the Joint Lead Arrangers prior to the Closing Date and posted to all Lenders, (ii) any other Person identified in writing by the Borrower to the Administrative Agent and the Joint Lead Arrangers as a Competitor from time to time after the date hereof (other than upon and during the continuance of an Event of Default), and posted to all Lenders, and (iii) any Affiliate of any such Person to the extent that such Affiliate is at such time reasonably identifiable by name to be an Affiliate of such Person, which designations, in the case of clauses (ii) and (iii) above, shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans (it being agreed by each of the parties hereto that the Administrative Agent and the Joint Lead Arrangers shall be under no duty to monitor or otherwise make any determinations with respect to the foregoing and neither the Administrative Agent nor the Joint Lead Arrangers shall be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, and disbursements of any kind or nature whatsoever incurred or suffered by any Person (including the Loan Parties) in connection with any compliance or non-compliance with the foregoing).

“Domestic Subsidiary” means any Subsidiary that is incorporated, organized or otherwise formed under the laws of the United States, any state thereof or the District of Columbia.

“ECF Percentage” means, with respect to the prepayment required by Section 2.11(d) with respect to any fiscal year of Holdings, if the Total Net Leverage Ratio (prior to giving effect to the applicable prepayment pursuant to Section 2.11(d) or Section 2.11(d) of the Super Senior Credit Agreement) as of the end of such fiscal year is (a) greater than 3.00 to 1.00, 75% of Excess Cash Flow for such fiscal year, (b) less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, 50% of Excess Cash Flow for such fiscal year, (c) less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, 25% of Excess Cash Flow for such fiscal year, and (d) less than or equal to 2.00 to 1.00, 0% of Excess Cash Flow for such fiscal year.

“Economic Sanctions” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to the Loan Parties and their Subsidiaries from time to time concerning or relating to economic sanctions or terrorism financing, including any sanctions administered or enforced by the U.S. government (including, without limitation, the U.S. Department of State and OFAC), the Department of Foreign Affairs, Trade and Development Canada, the United Nations Security Council, and any other relevant sanctions authority.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural person or a Disqualified Lender.

“Environmental Laws” means the applicable common law and treaties, rules, regulations, codes, ordinances, judgments, orders, decrees and other applicable Requirements of

Law, and all applicable injunctions or binding agreements issued, promulgated, or entered into by or with any Governmental Authority, in each instance relating to the protection of the environment, to preservation or reclamation of natural resources, to Release or threatened Release of any Hazardous Material or, to the extent relating to exposure to Hazardous Materials, to human health or safety matters.

“Environmental Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities), of Holdings, the Borrower, or any Subsidiary resulting from or based upon (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

 “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.

“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 Holdings, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or (o) 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 pursuant to applicable regulations), (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan (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) a determination that any Plan is, or is reasonably expected to be, in “at‑risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by Holdings, the Borrower, any Restricted Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by Holdings, the Borrower, any Restricted Subsidiary or any ERISA Affiliate from the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the cessation of operations at a facility of Holdings, the Borrower, any Restricted Subsidiary or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA, (h) the incurrence by

Holdings, the Borrower any Restricted Subsidiary or any ERISA Affiliate of any liability with respect to its withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (i) the receipt by Holdings, the Borrower, any Restricted Subsidiary or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability on it or a determination that a Multiemployer Plan is, or is reasonably expected to be, insolvent or in “reorganization”, within the meaning of Title IV of ERISA or in “endangered” or “critical” status, within the meaning of Section 305 of ERISA or (j) any Foreign Benefit Event.

“Escrow Account” has the meaning assigned to such term in Section 5.10(b).

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

“Eurodollar Rate” means, for any Interest Period as to any Borrowing, (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the Eurodollar Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period, or (iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum determined by the Administrative Agent to be the average offered quotation rate by major banks in the London interbank market to the Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the Borrowing for which the Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period; provided that if Eurodollar Rates are quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the Eurodollar Rate shall be equal to the Interpolated Rate.  Notwithstanding the foregoing, with respect to the Term Loans, the Eurodollar Rate with respect to any applicable Interest Period will be deemed to be 1.00% per annum if the Eurodollar Rate for such Interest Period determined pursuant to this definition would otherwise be less than 1.00% per annum.

“Eurodollar Rate Borrowing” means a Borrowing consisting of Eurodollar Rate Loans.

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

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

“Excess Cash Flow” means, for any period, an amount expressed in U.S. Dollars equal to the excess of:

(a)        the sum, without duplication, of:

(i)         Consolidated Net Income for such period,

(ii)       an amount equal to the amount of all Non-Cash Charges to the extent deducted in arriving at such Consolidated Net Income,

(iii)      decreases in Consolidated Working Capital for such period, and

(iv)       an amount equal to the aggregate net non-cash loss on dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than dispositions in the ordinary courseOrdinary Course of businessBusiness) to the extent deducted in arriving at such Consolidated Net Income; less:

(b)        the sum, without duplication, of:

(i)         an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income  and cash charges included in clauses (a) through (n) of the definition of Consolidated Net Income (other than cash charges in respect of Transaction Costs paid on or about the Closing Date to the extent financed with the proceeds of Indebtedness incurred on the Closing Date),

(ii)       without duplication of amounts deducted pursuant to clause (xii) below in prior fiscal years, the amount of capital expenditures made in cash or accrued during such period, except to the extent that such capital expenditures were financed with the proceeds of Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

(iii)      the aggregate amount of all principal payments of Indebtedness (other than the payment prior to its stated maturity of any Subordinated Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries) of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and, (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.11(c) with the Net Proceeds from an event of the type specified in clause (a) of the definition of “Prepayment Event” to the extent required due to a disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding (X) all other prepayments of Term Loans, and (YC)  the amount of any mandatory prepayment of Super Senior Loans pursuant to Section 2.11(c) of the Super Senior Credit Agreement with the Net Proceeds from an event of the type specified in clause (a) of the definition of “Prepayment Event” thereunder to the extent required due to a disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding

all other prepayments of RevolvingSuper Senior Loans) made during such period (other than in respect of any revolving credit facility except to the extent there is an equivalent permanent reduction in commitments thereunder made during such period), except to the extent financed with the proceeds of other Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

(iv)       an amount equal to the aggregate net non-cash gain on dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than dispositions in the ordinary courseOrdinary Course of businessBusiness) to the extent included in arriving at such Consolidated Net Income,

(v)        increases in Consolidated Working Capital for such period,

(vi)       cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness,

(vii)     without duplication of amounts deducted pursuant to clause (xii) below in prior fiscal years, the amount of Investments and acquisitions made by the Borrower and the Restricted Subsidiaries during such period pursuant to Section 6.04 (other than (1) Section 6.04(a), (2) Section 6.04(t), (3) Section 6.04(c)(i) and (ii), (4) Section 6.04(c)(iii)(A), (5) Section 6.04(c)(iii)(B) and (C), and (6)  Section 6.04(c)(iv) and (v), in the case of clauses (2),  (5) and (6), to the extent made with Cumulative Excess Cash Flow) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

(viii)    the amount of dividends and other restricted payments paid during such period pursuant to Section 6.07 (other than Section 6.07(a)(vi) and Section 6.07(b)(iv) (in each case to the extent made with Cumulative Excess Cash Flow) and Section 6.07(a)(i) (to the extent paid to the Borrower or any of the Restricted Subsidiaries)) to the extent such restricted payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

(ix)       the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

(x)        cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of Non-Cash Charges included in the calculation of Consolidated Net Income in any prior period,

(xi)       the aggregate amount of any premium, make-whole, or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(xii)     without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, other Investments or capital expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or capital expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and

(xiii)    the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

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

“Exchange Rate” means, on any day, for purposes of determining the U.S. Dollar Equivalent of either Canadian Dollars or British Pounds Sterling, the rate at which the applicable currency may be exchanged into U.S. Dollars as set forth at approximately 11:00 a.m., Toronto time or London time, as applicable, on such date on the applicable Reuters WRLD Page for Canadian Dollars or British Pounds Sterling, as the case may be.  In the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other publicly available services for displaying exchange rates as may be agreed upon by the Required Lenders and the Borrower and notified to the Administrative Agent and the Borrower, or, at the discretion of the Administrative Agent, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of Canadian Dollars or British Pounds Sterling, as the case may be, are then being conducted, at or about 10:00 a.m., Toronto time or London time, as applicable, on such date for the purchase of U.S. Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.  in writing.

“Excluded Accounts” means deposit, securities, and commodities accounts (a) maintained for payroll, employee compensation and benefits, or taxes related thereto, (b) operated as zero balance accounts, (c) held by the Administrative Agent, (d) with a balance, when aggregated with the amounts on deposit in all other such deposit, securities, and commodities accounts, of no more than $500,000, which in each case are maintained for purposes of cash collateralizing reimbursement obligations in respect of letters of credit permitted under this Agreement to be incurred, or (e) with a balance, when aggregated with the amounts on deposit in all other deposit, securities, and commodities accounts for which control

agreements have not been obtained (other than those specified in the foregoing clauses (a), (b), (c), and (d)) which at all times is less than $250,000.

“Excluded Assets” means (a) any fee-owned real property that is not Material Real Property and all leasehold (including ground lease) interests in real property, (b) motor vehicles, serial numbered goods  , and other assets, in each case, subject to certificates of title or ownership or serial number filings except to the extent that the filing of UCC financing statements (without serial numbers or vehicle identification numbers) is sufficient for perfection of security interests in such motor vehicles or other assets, subject to all other clauses of this definition, (c) Equity Interests in any Person (other than any Wholly Owned Restricted Subsidiaries) to the extent the pledge thereof to the Collateral Agent is not permitted by the terms of such Person’s organizational or joint venture documents (but only to the extent any of the foregoing is not rendered ineffective by, or is otherwise unenforceable under the UCC or any Requirement of Law of any jurisdiction), (d) in the case of Collateral securing the Secured Obligations of the Borrower (or the Secured Obligations of any other Loan Party with respect to its Guarantee of the Secured Obligations of the Borrower), voting Equity Interests constituting an amount greater than 65% of the total voting Equity Interests of any Excluded Tax Subsidiary that are held directly by Loan Parties[reserved], (e) in the case of Collateral securing the Secured Obligations of the Borrower (or the Secured Obligations of any other Loan Party with respect to its Guarantee of the Secured Obligations of the Borrower), Equity Interests or other assets that are held directly by an Excluded Tax Subsidiary, (f) any “General Intangible” as defined in the UCC (including Intellectual Property), instrument, software, permit, lease, license or other, contract, agreement with any Person, governmental approval or franchise, to which a Loan Party is a party or any of its rights or interests thereunder if, to the extent and for so long as, the grant of a Lien thereon or the collateral assignment thereof to secure the Secured Obligations constitutesshall constitute or result in a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party) to, such General Intangible (including Intellectual Property), instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise (other agreement (but onlythan to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable Requirement of Law); provided that, to the extent severable, the Excluded Assets shall not include any portion of such General Intangible (including Intellectual Property), instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise that does not result in any such breach, termination or default, including any proceeds of such General Intangible (including Intellectual Property), instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise; provided that the Excluded Assets shall not include any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any of the foregoing is not rendered ineffective by, or is otherwise unenforceable under, the UCC or any Requirementsother applicable Requirement of Law), (g) any asset subject to a Lien of the type permitted by Section 6.02(iv) or a Lien permitted by Section 6.02(xi), in each case if, to the extent and for so long as the grant of a Lien thereon or the assignment thereof to secure any Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party) to, any agreement pursuant to which such Lien has been created (but only; provided that the Excluded Assets shall not include any such asset (x) at the time the provision of such agreement containing such restriction ceases

to be in effect and (y) to the extent any of the foregoing is not rendered ineffective by, or is otherwise unenforceable under, the UCC or any Requirementsother applicable Requirement of Law), (h) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act, (i) any asset if, to the extent and for so long as the grant of a Lien thereon to secure any Secured Obligations is prohibited by any RequirementsRequirement of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable RequirementsRequirement of Law of any jurisdiction), (j) letter of credit rights (other than “Supporting Obligations” as defined in the UCC), (k) commercial tort claims (as defined in the UCC) having an aggregate amount of damages or other recoveries sought of less than $5,000,000;, (l) any asset with respect to which the Borrower has reasonably determined that the grant of a Lien thereon to secure the First Lien Obligations would result in material adverse tax consequences, and (m) other assets to the extent the difficulty, time and/or expense of obtaining a security interest therein is excessive in relation to the benefit to the Secured Parties afforded thereby as reasonably agreed by the Borrower and the AdministrativeCollateral Agent in writing; provided that, notwithstanding anything to the contrary contained herein, in no event shall any Material Intellectual Property constitute an Excluded Asset (other than pursuant to clause (f) or (h) above).

“Excluded Immaterial Subsidiary” means (a) any Unrestricted Subsidiary, (b) any Immaterial Subsidiary, (c) any not-for-profit Subsidiary, (d) any Subsidiary that requires any governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee of the Secured Obligations, which has not been obtained after using commercially reasonable efforts to seek such consent, approval, license or authorization, and (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition (as defined below) to the extent that (x) such Subsidiary is an obligor in respect of Indebtedness permitted under Section 6.01(a)(vii) secured by Liens permitted under Section 6.02(xi) and (y) the contractual terms of such Indebtedness prohibit such Subsidiary from becoming a Subsidiary Loan Party; provided that no Excluded Immaterial Subsidiaries shall exist on the Closing Date; provided, further that in no event shall any Excluded Immaterial Subsidiary (i) own any Material Intellectual Property or any Equity Interests of any Subsidiary of the Borrower that owns any Material Intellectual Property or (ii) be the exclusive licensee of any Material Intellectual Property.

“Excluded Information” means information (including material nonpublic information) regarding the Loans of the applicable Class or the Loan Parties, and their respective securities hereunder that is not known to a Lender participating in a Discounted Term Loan Prepayment, in an assignment to or by an Affiliated Lender or in an assignment to any Loan Party or any of its subsidiaries, that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment, assignment to such Affiliated Lender or such assignment to any Loan Party or any of its subsidiaries, as applicable.

“Excluded Swap Obligations” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or

the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful 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 Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party or the grant of such security interest would otherwise have become effective with respect to such related Swap Obligation but for such Loan Party’s failure to constitute an “eligible contract participant” at such time.

“Excluded Tax Subsidiary” means (a) any Foreign Subsidiary that is not an Included Foreign Subsidiary, (b) any Domestic Subsidiary that has no material assets other than equity and debt interests of one or more direct or indirect Foreign Subsidiaries that are not Included Foreign Subsidiaries and (c) any Domestic Subsidiary that is a subsidiary of a Foreign Subsidiary that is not an Included Foreign Subsidiary; provided, that in no event shall any Excluded Tax Subsidiary (i) own any Material Intellectual Property or any Equity Interests of any Subsidiary of the Borrower that owns any Material Intellectual Property or (ii) be the exclusive licensee of any Material Intellectual Property.

“Excluded Taxes” means, with respect to any Recipient, (a) Taxes imposed on (or measured by) its net income (however denominated) and franchise Taxes imposed on it (in lieu of net income Taxes) by (i) the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or (ii) any other jurisdiction that are Other Connection Taxes, (b) any branch profits tax imposed under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a) above, (c) any U.S. federal withholding Tax pursuant to FATCA, (d) any withholding Tax that is attributable to a Lender’s failure to comply with Section 2.17(f) and (e) except in the case of an assignee pursuant to a request by the Borrower under Section 2.19 hereto, any U.S. federal withholding Taxes imposed due to a Requirement of Law in effect at the time a Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax under Section 2.17(a).

“Existing Class” has the meaning assigned to such term in Section 2.21(c)(i).

“Existing Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of September 2, 2014, by and among CPI Acquisition, Inc., CPI Holding Co., CPI Card Group - Colorado, Inc., CPI Card Group - Minnesota, Inc., CPI Card Group - Indiana, Inc. and EFT Source, Inc., as borrowers, Holdings and CPI Card Group - Nevada, Inc., as obligors, the Bank of Nova Scotia, as administrative agent, and the lenders party thereto.

“Existing Letter of Credit” means each letter of credit previously issued for the account of the Borrower that (a) is outstanding on the Closing Date and (b) is listed on Schedule 1.01(a).

“Existing Revolving Commitments” has the meaning assigned to such term in Section 2.21(c)(iii)(B).

 “Existing Term Loans” has the meaning assigned to such term in Section 2.21(c)(iii)(B).

“Extended Maturity Date” has the meaning assigned to such term in Section 2.21(c)(i).

“Extended Revolving Commitments” has the meaning assigned to such term in Section 2.21(c)(iii)(B).

“Extended Revolving Loans” means one or more Classes of Revolving Loans that are made pursuant to Extended Revolving Commitments.

“Extended Term Loans” has the meaning assigned to such term in Section 2.21(c)(iii)(B).

“Extension” has the meaning assigned to such term in Section 2.21(c)(i).

“Extension Amendment” has the meaning assigned to such term in Section 2.21(c)(vi).

“Extension Offer” has the meaning assigned to such term in Section 2.21(c)(i).

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

“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, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any Law implemented to give effect to any intergovernmental agreements entered with respect thereto.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977, as amended from time to time, and the rules and regulations thereunder.

“Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” any fee letter entered into by any Loan Party and any of the Joint Lead Arrangers or Agents in connection with this Agreement.

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

“Financial Performance Covenant” means the covenant set forth in Section 6.11.

“Financing Transactions” means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, and the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“First Amendment” means the First Amendment to First Lien Credit Agreement, dated as of December 31, 2016, entered into among the Borrower, Holdings, the other Loan Parties party thereto, and Scotiabank, as Administrative Agent.

“First Lien Amending Agreement” means the First Lien Amendment Agreement, dated as of the Amendment Effective Date, entered into among the Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent and the Lenders party thereto.

“First Lien Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any First Lien Mortgaged Property to secure the Secured Obligations.  Each First Lien Mortgage shall be in form and substance reasonably satisfactory to the Collateral Agent and the Borrower.

“First Lien Mortgaged Property” means each parcel of real property with respect to which a First Lien Mortgage is granted pursuant to the Collateral and Guarantee Requirement, Section 5.11 or Section 5.12.

“First Lien Net Leverage Ratio” means, as of any date of determination, with respect to Holdings, Borrower, and its Restricted Subsidiaries on a consolidated basis, the ratio, on a Pro Forma Basis, of (a) Consolidated First Lien Secured Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Test Period.

“First Lien Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest at the applicable rate or rates provided herein (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding (or that would accrue but for the existence of such proceeding), regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower hereunder in respect of any Letter of Credit (including the LC Reimbursement Obligations), when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii and (ii) all other monetary obligations of the Borrower under or pursuant hereto and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual payment and performance of all other

obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including monetary obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding (or that would accrue but for the existence of such proceeding), regardless of whether allowed or allowable in such proceeding).

“Fixed Charge Coverage Ratio” means, as of any date of determination the ratio of (i) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date to (ii) Consolidated Interest Expense and Charges for such four‑fiscal quarter period.

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

“Flood Laws” means the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System).

“Foreign Benefit Event” means with respect to any Foreign Plan, (a) the existence of unfunded liabilities of Holdings, the Borrower, or any Restricted Subsidiary in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure of the Borrower to make its required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by Holdings, the Borrower, or any Restricted Subsidiary under applicable law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein, or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by Holdings, the Borrower, or any Restricted Subsidiary, or the imposition on any of Holdings, the Borrower, or any Restricted Subsidiary of any fine, excise tax, or penalty resulting from any noncompliance with any applicable law.

“Foreign Collateral Triggering Event” means, with respect to any Foreign Subsidiary and as of any date, such Foreign Subsidiary has at least 5% of consolidated assets or at least 5% of annual consolidated revenues of Holdings, the Borrower, and its Subsidiaries as reflected on the most recent financial statements delivered pursuant to Section 5.01 prior to such date.

“Foreign Lender” means a Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“Foreign Plan” shall mean any defined benefit plan (as defined in Section 3(35) of ERISA, but whether or not subject to ERISA) maintained, contributed to, or required to be contributed to, by Holdings, the Borrower, or any Restricted Subsidiary with respect to its

employees employed outside the United States, other than any statutorily created plan or any such plan sponsored exclusively by any Governmental Authority.

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

“Funded Debt” means the U.S. Dollar Equivalent of the sum of all Indebtedness of Holdings, the Borrower, and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time but subject to Section 1.04.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental Authorities.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether federal, state, provincial, territorial, or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).

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

“Guarantee” as a verb has a corresponding meaning.  Notwithstanding anything herein to the contrary, no Excluded Tax Subsidiary shall be a Guarantor.

“Guarantee Agreement” means the guarantee agreement executed by each Loan Party, dated as of the ClosingAmendment Effective Date, in substantially the form of Exhibit B, as amended by the First Lien Amending Agreement and as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

“Guggenheim Credit Services” means Guggenheim Credit Services, LLC.

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

“Hedging Agreement” means  an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, or commodity.

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

“Identified Participating Lenders” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(2).

“Identified Qualifying Lenders” has the meaning specified in Section 2.11(a)(ii)(D)(2).

“Immaterial Subsidiary” means on any date, any Subsidiary that (i) has less than 2.5% of consolidated assets and 2.5% of annual consolidated revenues of Holdings, the Borrower and its Subsidiaries as reflected on the most recent financial statements delivered pursuant to Section 5.01 prior to such date and (ii) has been designated as such by the Borrower in a written notice delivered to the Administrative Agent (other than any such Subsidiary as to which the Borrower has revoked such designation by written notice to the Administrative Agent); provided, that at no time shall all Immaterial Subsidiaries so designated by the Borrower, together with all Unrestricted Subsidiaries designated by Borrower pursuant to Section 5.13, have in the aggregate consolidated assets or annual consolidated revenues (as reflected on the most recent financial statements delivered pursuant to Section 5.01 prior to such time) in excess of 5.0% of consolidated assets or annual consolidated revenues, respectively, of Holdings and its Subsidiaries.

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

“Incremental Revolving Facility Closing Date” has the meaning assigned to such term in Section 2.20(b)(ii).

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

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

“Incremental Term Facility Closing Date” has the meaning assigned to such term in Section 2.20(b)(iii).

“Included Foreign Subsidiary” means any Foreign Subsidiary with respect to which a Foreign Collateral Triggering Event has occurred.

“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, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable in the ordinary courseOrdinary Course of businessBusiness and any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) all obligations of such Person in respect of Disqualified Equity Interests; provided that the term “Indebtedness” shall not include (x) deferred or prepaid revenue, (y) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller or (z) for the avoidance of doubt, any Qualified Equity Interests.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.  The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“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 (a), Other Taxes.

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

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

“Information Memorandum” means the Confidential Information Memorandum dated July 2015, relating to the Loan Parties and the Transactions.

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

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the Amendment Effective Date among Guggenheim Credit Services, LLC, as Representative for the Super Senior Credit Agreement Secured Parties (as defined therein), GLAS USA LLC, as Representative for the Initial First Lien Secured Parties (as defined therein), and each additional First Lien Priority Representative (as defined therein) and Super Senior Representative (as defined therein) that from time to time becomes a party pursuant thereto, and acknowledged and agreed by the Borrower, Holdings, and the other Grantors (as defined therein).

 “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing of Revolving Loans or Term Loans in accordance with Section 2.07, which shall be, in the case of any such written request, in the form of Exhibit J or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September, and December, 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, such day or days prior to the last day of such Interest Period as shall occur at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date such Borrowing is disbursed or converted to or continued as a Eurodollar Borrowing and ending on the date that is one, two, three or six months thereafter as selected by the Borrower in its Borrowing Request or Interest Election Request (or, if agreed to by each Lender participating therein, twelve months thereafter as the Borrower may elect); provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month at the end of such Interest Period and (c) no Interest Period shall extend beyond (i) in the case of any Class of Term Loans, the Term Maturity Date applicable to such Class of Term Loans and (ii) in the case of Revolving Loans, the Revolving Maturity Date.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the Closing Dateclosing date of the most recent conversion or continuation of such Borrowing.

 “Interpolated Rate” means, in relation to the Eurodollar Rate, the rate (rounded upwards, if necessary, to the next 1/100 of 1.0%) which results from interpolating on a linear

basis between:  (a) the applicable Eurodollar Rate for the longest period (for which that Eurodollar Rate is available) which is less than the Interest Period of that Loan and (b) the applicable Eurodollar Rate for the shortest period (for which that Eurodollar Rate is available) which exceeds the Interest Period of that Loan, each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period of that Loan.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and the Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary courseOrdinary Course of businessBusiness) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.  The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount of such Investment), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Financial Officer, (c) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value (as determined in good faith by a Financial Officer) of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (i) the cost of all additions thereto and minus (ii) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by such investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto), but without any other adjustment for increases or decreases in value

of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment.  For purposes of Section 6.04, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer.

“Investor” means a holder of Equity Interests in Holdings (or any direct or indirect parent thereof).

 “Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing.  The terms “Issued” and “Issuance” have correlative meanings.

“Issuing Bank” means in the case of Letters of Credit, Scotiabank.  Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.05 with respect to such Letters of Credit).

“Joint Bookrunners” mean each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, BNP Paribas, and The Bank of Nova ScotiaScotiabank.

“Joint Lead Arrangers” mean each of ▇▇▇▇▇▇▇ Sachs Lending Partners LLC, BNP Paribas, and The Bank of Nova ScotiaScotiabank.

“Judgment Currency” shall have the meaning assigned to such term in Section 9.17.

“Junior Indebtedness” shall have the meaning assigned to such term in Section 6.07(b).

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

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

“LC Exposure” means, at any time, the sum of (a) the aggregate amount of all Letters of Credit issued for the account of the Borrower or for the account of any Subsidiary (in accordance with Section 2.05(a)) that remains available for drawing at such time and (b) the

aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower or the applicable Subsidiary at such time.  The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“LC Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Borrower to the Issuing Bank thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

 “LCT Election” shall have the meaning assigned to such term in Section 1.07.

“LCT Test Date” shall have the meaning assigned to such term in Section 1.07.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Revolving Facility Amendment, an Incremental Term Facility Amendment or a Refinancing Amendment, in each case, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.  Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit denominated in U.S. Dollars issued for the account of the Borrower or any Subsidiary pursuant to this Agreement and any Existing Letter of Credit, other than any such letter of credit that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.

“Letter of Credit Obligations” means all outstanding obligations incurred by the Administrative Agent and Lenders at the request of the Borrower, whether direct or indirect, continent or otherwise due or not due, in connection with the issuance of Letters of Credit by Issuing Banks or the purchase of participations in Letters of Credit pursuant to the terms hereof.  The amount of such Letter of Credit Obligation shall equal the maximum amount that may be payable by the Administrative Agent and the Lenders thereupon or pursuant thereto.

“Letter of Credit Sublimit” means an amount equal to $5,000,000.  The Letter of Credit Sublimit is part of and not in addition to the aggregate Revolving Commitments.

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

“Limited Condition Transaction” shall have the meaning assigned to such term in Section 1.07.

“Loan Documents” means this Agreement, the First Lien Amending Agreement, the Resignation, Appointment and Acceptance Agreement, any Fee Letter, any Incremental Term Facility Amendment, any Incremental Revolving Facility Amendment, any Refinancing Amendment, any Extension Amendment, any Replacement Agreement, the Guarantee

Agreements, the Collateral Agreement, the Intercreditor Agreement, the other Security Documents, each other agreement that provides, pursuant to the terms thereof, that it is a Loan Document and, except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.09(h).

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

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

“Majority in Interest,” when used in reference to Lenders of any Term Facility, means, at any time, (a) in the case Revolving Lenders with respect to any Revolving Facility, Lenders having Revolving Exposures and unused Revolving Commitments with respect to such Revolving Facility representing more than 50% of the sum of the Revolving Exposure and the unused aggregate Revolving Commitments with respect to such Facility at such time and (b) in the case of Term Lenders with respect to any Term Facility, Lenders holding outstanding Term Loans of such Term Facility representing more than 50% of all Term Loans of such Term Facility outstanding at such time; provided that (a) the Revolving Exposures, Term Loans of, and unused Commitments of the Borrower or any Affiliate thereof, and (b) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans and Revolving Exposures of, and the unused Revolving Commitments of,of each Defaulting Lender, shall in each case be excluded for purposes of making a determination of the Majority in Interest.

“Management Investors” means the directors, officers and employees of the Borrower and/or the Subsidiaries who are (directly or indirectly through one or more investment vehicles) investors in Holdings (or any direct or indirect parent thereof).

“Material Acquisition” means an acquisition with respect to which the incremental senior Indebtedness borrowed in connection therewith to fund the consummation thereof exceeds $250,000,000.

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

“Material Indebtedness” means Indebtedness (other than the First Lien Obligations), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the Borrower and the Restricted Subsidiaries in an aggregate outstanding principal amount the U.S. Dollar Equivalent of which exceeds $15,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Intellectual Property” means Intellectual Property owned or licensed by the Borrower or any of its Subsidiaries that is material to the conduct of the business of the Borrower and the Restricted Subsidiaries (taken as a whole).

“Material Real Property” means real property (including fixtures) owned by Borrower or any other Loan Party with a fair market value greater than or equal to an amount the U.S. Dollar Equivalent of which is equal to $5,000,000, as determined by the Borrower in good faith.

 “Maximum Rate” has the meaning assigned to such term in Section 9.16.

“Maximum Super Senior Cap Amount” means the “Maximum Super Senior Cap Amount” as such term is defined in the Intercreditor Agreement.

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

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

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage, or other security document granting a Lien on any Mortgaged Property to secure the Secured Obligations.  Each Mortgage shall be in form and substance reasonably satisfactory to the Collateral Agent and the Borrower.

“Mortgaged Property” means each parcel of real property with respect to which a Mortgage is granted pursuant to the Collateral and Guarantee Requirement, Section 5.11,  Section 5.12 or Section 5.14.

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

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” means, with respect to any event, (a) the U.S. Dollar Equivalent of the proceeds received in respect of such event in cash or Permitted Investments, including (i) any cash or Permitted Investments received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (b) the sum of the U.S. Dollar Equivalent of (i) all fees and out-of-pocket expenses paid by Holdings, the Borrower and the Restricted Subsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant,

accountant and other customary fees), (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a Sale and Leaseback Transaction that constitutes an Asset Disposition or a casualty or a condemnation or similar proceeding), (x) the amount of all payments that are permitted hereunder and are made by Holdings, the Borrower and the Restricted Subsidiaries as a result of such event to repay Indebtedness (other than the Loans or any Subordinated Indebtedness) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (y) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (y)) attributable to minority interests and not available for distribution to or for the account of Holdings, the Borrower, or the Restricted Subsidiaries as a result thereof and (z) the amount of any liabilities directly associated with such asset that are retained by the Borrower or any Restricted Subsidiary and are recorded on the consolidated balance sheet of Holdings and its subsidiaries in accordance with GAAP and (iv) the amount of all taxes paid (or reasonably estimated to be payable in accordance with GAAP), and the amount of any reserves established by Holdings, the Borrower, or the Restricted Subsidiaries in accordance with GAAP to fund contingent liabilities reasonably estimated to be payable, that are directly attributable to such event; provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of Net Proceeds in the amount of such reduction.

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

“Non-Cash Charges” means (a) any non-cash impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP, (b) all non-cash losses from Investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of acquisition method accounting, (e) depreciation and amortization (including amortization of deferred financing fees or costs), and (f) other non-cash charges (provided, in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

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

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

“Non-Defaulting Lender” means, at any time, any Revolving Lender that is not a Defaulting Lender at such time.

“Non-Loan Party Investment Amount” means, at any time, the sum of (a) an amount equal to the greater of $25,000,000 and 30% of Consolidated EBITDA for the most recently ended Test Period and  (b) the Available Amount.

“Non-Wholly Owned Subsidiary” of any Person means any Subsidiarysubsidiary of such Person other than a Wholly Owned Subsidiary.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

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

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

“Ordinary Course of Business” means the ordinary course of business of any Person.

“Organizational Documents” means, with respect to any Person, the charter, articles or certificate of organization or incorporation, and bylaws or other organizational or governing documents of such Person.

“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 Tax (other than a connection arising solely from such Recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned an interest in, engaged in any other transaction pursuant to, or enforced, any Loan or Loan Document).

“Other Revolving Commitments” means one or more Classes of Revolving Commitments hereunder or extended Revolving Commitments that result from an Extension Amendment or a Replacement Amendment, as the case may be.

“Other Revolving Loans” means the Revolving Loans made pursuant to any Other Revolving Commitment.

“Other Taxes” means any and all present or future recording, filing, stamp, court, documentary, intangible, excise, transfer, sales, property, or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery, performance, registration, or enforcement 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 2.17(b)).

“Other Term Commitments” means one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment or Extension Amendment, as the case may be.

“Other Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment or Extension Amendment, as the case may be.

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

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

“Participating Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(1).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)).

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

“Permitted Acquisition” means the purchase or other acquisition, by merger or otherwise, by the Borrower or any Restricted Subsidiary of Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line, or line of business of), any Person; provided that (a) in the case of any purchase or other acquisition of Equity Interests in a Person, such Person, upon the consummation of such acquisition, will be a Restricted Subsidiary (including as a result of a merger or consolidation between any Restricted Subsidiary and such Person) unless such Person is concurrently with such acquisition designated as an Unrestricted Subsidiary in accordance with Section 5.13; (b) all transactions related thereto are consummated in accordance with all material applicable Requirements of Law, (c) the business of such Person, or such assets, as the case may be, constitute a business permitted by Section 6.03(b), (d) the Borrower shall comply with Section 5.11 with respect to each such Person,  (de) after giving effect to any such purchase or other acquisition and the incurrence or assumption of any Indebtedness in connection therewith, no Event of Default under Section 7.01(a),  (b),  (i), or (j) shall have occurred and be continuing, (ef)  to the extent any Material Real Property is being acquired in connection with such acquisition, and on request by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent copies of all third -party environmental reports received in connection therewith, and (fg) for acquisitions with a cash purchase price in excess of $5,000,000, the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in this definition have been satisfied with respect to such purchase or other acquisition, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth, if applicable, in Section 6.01(a)(vii);  provided the U.S. Dollar Equivalent of the aggregate amount of consideration paid or provided by the Borrower or any other Loan Party after the Closing Date (together with any Investments made in Persons that are not Loan Parties pursuant to Section 6.04(c)) for Permitted Acquisitions (including the aggregate principal amount of all Indebtedness assumed in connection with Permitted Acquisitions) for any Subsidiaries (or with respect to any asset acquisition, for any assets to be held by any Subsidiaries) that are not, shall not be, or, after giving effect to such Permitted Acquisition, shall not become, Loan Parties, shall not exceed the Non-Loan Party Investment Amount.

“Permitted Encumbrances” means:

(a)        Liens for Taxes that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

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

(c)        Liens incurred or deposits made in the ordinary courseOrdinary Course of businessBusiness (i) in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary;

(d)        Liens incurred or deposits made to secure the performance of bids, trade contracts, governmental contracts and leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds, and other obligations of a like nature (including those to secure health, safety, and environmental obligations) incurred in the ordinary courseOrdinary Course of businessBusiness;

(e)        easements, covenants, land use contracts, rent charges, building schemes, declarations of covenants, conditions and restrictions, servicing agreements in favor of any Governmental Authority, rights-of-way, restrictions, encroachments, protrusions, zoning restrictions, and other similar encumbrances and minor title defects affecting real property that, in each case, in the aggregate, (i) do not materially detract from the value of the affected property or (ii) interfere with the ordinary conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole;

(f)        with respect to real property, zoning, land use, and building restrictions, by -laws, regulations, and ordinances of Governmental Authorities, including municipal by-laws and regulations, airport zoning regulations, restrictive covenants, and other land use limitations, public or private, by‑-laws and regulations and other restrictions as to the use of any real property, provided the same have been complied with in all material respects and do not materially impair the use of the real property for the purposes for which it is presently used;

(g)        with respect to real property, if arising as a result of alleged failure to comply with a government requirement, such failure, requirement, right, interest, or

privilege is being contested in good faith by appropriate proceedings and are subject to adequate reserves;

(h)        subdivision agreements, site plan control agreements, servicing agreements, and other similar agreements with Governmental Authorities affecting the development or use of any real property so long as the same have been complied with in all material respects and do not materially impair the use of such real property for the purposes for which it is presently used;

(i)         Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any of the Subsidiaries; provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit to the extent such obligations are permitted by Section 6.01; and

(j)         precautionary UCC financing statements or similar filings made in respect of operating leases entered into by the Borrower or any of the Subsidiaries;

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

“Permitted Holders” means (a) the Sponsor and (b) the Management Investors; provided that in no event shall the Management Investors constitute Permitted Holders of more than 20% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings, at any one time.

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

(a)        dollars, Canadian Dollars, British Pounds Sterling, or such other currencies held by it from time to time in the ordinary courseOrdinary Course of businessBusiness;

(b)        readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States, Canada, or the United Kingdom having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States, Canada, or the United Kingdom, as the case may be, is pledged in support thereof;

(c)        time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) has combined capital and surplus of at least $1,000,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d)        commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or

guaranteed by, a corporation rated A‑-1 (or the equivalent thereof) or better by S&P or P‑-1 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e)        repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company (including any of the Lenders), or  a recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States, Canada, or the United Kingdom in which such Person shall have a perfected first priority security interest (subject to no other Liens) or title to which shall have been transferred to such Person and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f)        marketable short-term money market and similar highly liquid funds either (i) having assets in excess of $250,000,000 or (ii) having a rating of at least A‑1 or P‑1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(g)        securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, province, commonwealth, or territory of the United States, Canada, or the United Kingdom by any political subdivision or taxing authority of any such state, province, commonwealth, or territory having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

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

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

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

“Permitted Junior Secured Debt” means Indebtedness incurred by the Borrower or any Restricted Subsidiary in the form of one or more series of notes or loans that are secured on a junior basis to the First Lien Obligations; provided that (a) such Indebtedness does not mature or have scheduled amortization or payments of principal due prior to the date that is 91 days after

the Latest Maturity Date of any Term Loans outstanding at the time such Indebtedness is incurred, (b) such Indebtedness does not require any mandatory commitment reduction, repayment, redemption, repurchase, or defeasance (other than customary change of control, asset sale event, or casualty or condemnation event offers and customary acceleration any time after an event of default) prior to the date that is 91 days after the Latest Maturity Date of any Term Loans outstanding at the time such Indebtedness is incurred, (c) such Indebtedness does not have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of any Term Loans then outstanding, (d) the covenants and events of default of such Indebtedness are substantially identical to or less favorable to the lenders or holders providing such Indebtedness than those applicable to the Indebtedness incurred under the Loan Documents (other than covenants or other provisions applicable only to periods after the Latest Maturity Date at the time such Indebtedness is incurred), (e) such Indebtedness shall not include any financial maintenance covenants, (f) such Indebtedness is not secured by any Lien on any property or assets of the Borrower or Restricted Subsidiary that does not also secure the Secured Obligations of the Borrower or Restricted Subsidiary, (g) such Indebtedness is not incurred or Guaranteed by any Restricted Subsidiary that does not equally and ratable Guarantee the Secured Obligations and (h) such Indebtedness is subject to  a customary intercreditor arrangements reasonably acceptable to the Administrative Agent.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal, or extension, and by an amount equal to any existing commitments unutilized thereunder (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(a)(v), Indebtedness resulting from such modification, refinancing, refunding, renewal, or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, or extended, (c) immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, (d) if the Indebtedness being modified, refinanced, refunded, renewed, or extended is subordinated in right of payment to the First Lien Obligations, the Indebtedness resulting from such modification, refinancing, refunding, renewal, or extension is subordinated in right of payment to the First Lien Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, or extended, (e) if the Indebtedness being modified, refinanced, refunded, renewed, or extended is secured, (i) the Indebtedness resulting from such modification refinancing, refunding, renewal, or extension shall only be secured on the same basis (including relative priority) as the Indebtedness being modified, refinanced, refunded, renewed, or extended and in the case of Permitted Refinancings incurred pursuant to Section 6.01(a)(i), shall only be secured in the Collateral, and subject to intercreditor arrangements on terms reasonably acceptable to the Administrative Agent and (ii) no Lien relating thereto shall be expanded to cover any additional property of the Borrower or any Restricted Subsidiary provided, however, that in case of Permitted Refinancings of any Super