Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ABL Credit Agreement" means that certain Revolving Credit Agreement, dated as of March 17, 2023, by and among the Borrower, as borrower, Prairie State Bank, N.A., as administrative agent (the "Pre-Petition ABL Agent"), and Hawthorn National Bank and Northland Savings Bank, F.S.B., as lenders thereunde

Section 1.02 — Rules of Interpretation (a) Unless the context otherwise requires, (i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms, (iii) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "with

Section 1.03 — UCC Definitions Unless otherwise defined herein, terms defined in the Iowa Uniform Commercial Code (Iowa Code Chapter 554, Article 9) that are used herein to describe or define Collateral or types of Collateral shall have the meanings assigned to such terms in the Iowa Uniform Commercial Code. To the extent that the definition of any category or type of Collateral is modified by any amendment, recodifi

Section 1.04 — Rounding Any financial ratios or metrics required to be maintained by or calculated with respect to the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up i

Section 1.05 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (New York City time).

Section 1.06 — Rates (a) SOFR Conventions. The Administrative Agent does not warrant, and shall not be responsible for, and no Lender shall be responsible for, the administration of, submission of, or any other matter related to the rates in the definition of "SOFR" or with respect to any comparable or successor rate thereto or replacement rate therefor. (b) Benchmark Replacement. Notwithstanding anything to the cont

Section 2.01 — Commitments (a) Subject to the terms and conditions set forth herein and in the DIP Orders, each Lender severally (and not jointly) agrees to make revolving loans (each, a "Loan" and collectively, the "Loans") to the Borrower from time to time during the period from the Closing Date to the Maturity Date in an aggregate principal amount at any one time outstanding not to exceed such Lender's Commitment.

Section 2.02 — Borrowing Procedures (a) The Borrower shall deliver a Borrowing Request to the Administrative Agent not later than 1:00 p.m. (Eastern Time) at least two (2) Business Days prior to the proposed Borrowing Date. Each Borrowing Request shall be irrevocable and shall specify (i) the proposed Borrowing Date, (ii) the aggregate principal amount of the proposed Borrowing, (iii) the Interest Period applicable t

Section 2.03 — Interim and Final Availability (a) Interim Availability. Upon entry of the Interim Order by the Bankruptcy Court, the Borrower may borrow Loans in an aggregate principal amount of up to $80,000,000 (the "Interim Draw"). The initial draw under the DIP Facility shall be made on the Closing Date in the amount specified in the Borrowing Request delivered in accordance with Section 4.01(d), which is anticip

Section 2.04 — Interest (a) Applicable Rate. Subject to subsection (d) below, each Loan shall bear interest at a per annum rate equal to SOFR (subject to the SOFR Floor) plus the Applicable Margin of 850 basis points (8.50%). (b) SOFR Floor. Notwithstanding anything to the contrary herein, in no event shall SOFR, for purposes of calculating the Applicable Rate, be deemed to be less than 4.00% per annum (the "SOFR Flo

Section 2.05 — Repayment and Prepayment (a) Maturity Repayment. The Borrower shall repay all outstanding principal of the Loans, together with all accrued and unpaid interest thereon and all other Obligations, on the Maturity Date. The aggregate outstanding principal amount of all Loans, together with accrued and unpaid interest and all other Obligations, shall be due and payable in full in cash on the Maturity Date

Section 2.06 — Reduction and Termination of Commitments (a) Voluntary Reduction. The Borrower may, upon not less than five (5) Business Days' prior irrevocable written notice to the Administrative Agent, permanently reduce the Total Commitments in whole or in part, provided that (i) any such partial reduction shall be in a minimum aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess there

Section 2.07 — Notes Upon the written request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender a DIP Promissory Note, in substantially the form of Exhibit F hereto, payable to the order of such Lender in the principal amount of its Commitment. Each DIP Promissory Note shall evidence the Loans made by the applicable Lender and shall be governed by the terms of

Section 2.08 — Fees (a) Closing Fee. The Borrower shall pay to the Administrative Agent, for the pro rata benefit of the Lenders, a closing fee (the "Closing Fee") equal to 2.00% of the Total Commitments, which equals $3,500,000 (being $175,000,000 multiplied by 2.00%). The Closing Fee shall be fully earned upon execution of this Agreement and shall be due and payable in full in cash on the Closing Date. The Closing

Section 2.09 — Pro Rata Treatment Except as otherwise expressly provided in this Agreement, all payments of principal, interest, and fees hereunder shall be made to the Lenders on a pro rata basis in accordance with their respective Pro Rata Shares as set forth on Schedule 1.01(a) hereto. Each Lender's Pro Rata Share of any Borrowing shall be determined by multiplying the aggregate amount of such Borrowing by such Le

Section 2.10 — DIP Superpriority Claims All Obligations arising under this Agreement and the other Loan Documents shall, subject only to the Carve-Out, constitute allowed superpriority administrative expense claims (the "Superpriority Claim" or "DIP Superpriority Claim") against the Borrower and the Borrower's estate under Section 364(c)(1) of the Bankruptcy Code, with priority in payment over any and all other admin

Section 2.11 — Carve-Out (a) Pre-Trigger Carve-Out. All accrued but unpaid professional fees and disbursements of estate professionals retained by the Borrower or any official committee of unsecured creditors pursuant to Sections 327 or 1103 of the Bankruptcy Code, incurred at any time prior to the delivery of a Carve-Out Trigger Notice by the Administrative Agent, shall not be subject to any cap or limitation and sh

Section 2.12 — Application of Payments All amounts received by the Administrative Agent or the Collateral Agent in respect of the Obligations (whether from voluntary or mandatory prepayments, from the exercise of remedies, from the application of Collateral proceeds, or otherwise) shall be applied in the following order of priority: First, to the payment of all accrued and unpaid fees and expenses of the Administrati

Section 2.13 — Adequate Protection for Pre-Petition Secured Parties As adequate protection for the priming of the Pre-Petition Liens pursuant to Section 364(d) of the Bankruptcy Code and as further provided in the DIP Orders, the Pre-Petition Secured Parties shall receive the following adequate protection: (a) Replacement Liens. The Pre-Petition Secured Parties shall receive valid, binding, enforceable, and automatic

Section 2.14 — Roll-Up of Pre-Petition ABL Obligations (a) Upon entry of the Final Order by the Bankruptcy Court, $20,000,000 of Pre-Petition ABL Obligations (the "Roll-Up Amount") shall be deemed rolled up into and shall constitute Obligations under this Agreement, with the DIP Liens, the DIP Superpriority Claim, and all other rights and remedies of the Administrative Agent and the Lenders hereunder attaching to suc

Section 2.15 — Benchmark Replacement (a) If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that a Benchmark Transition Event has occurred, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment shall become effective at 5:00 p.m. (Eastern Time) on the fift