Contract analysis

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms As used in this Senior Secured Credit Agreement (this "Agreement"), the following terms shall have the meanings set forth below (such meanings to be applicable equally to both the singular and the plural forms of the terms defined). Terms not otherwise defined in this Section 1.01 have the meanings given to them elsewhere herein. "Administrative Agent" means Pinnacle Atlantic Bank, N.A.,

Section 1.01(a) — Pricing Grid The Applicable Rate and the Commitment Fee Rate shall be determined by reference to the Total Net Leverage Ratio, as follows: Any adjustment to the Applicable Rate or the Commitment Fee Rate shall be effective as of the third Business Day following the Administrative Agent's receipt of the applicable Compliance Certificate. From the Closing Date until the delivery of the first Complianc

Section 1.02 — Other Interpretive Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such Loan Document: (a) The words "hereof," "herein," "hereunder," and words of similar import when used in any Loan Document refer to such Loan Document as a whole and not to any particular provision thereof. (b) The word "including" is not limiting and means "including

Section 1.03 — Accounting Terms All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant hereto shall be prepared in conformity with, GAAP as in effect from time to time, applied on a consistent basis. Notwithstanding the foregoing, if at any time any

Section 1.04 — Rounding Any financial ratios required to be maintained or calculated 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 if there is no nearest number). All dollar am

Section 1.05 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

Section 1.06 — Division For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's law): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the

ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01 — Term Loan A Commitments Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single term loan to the Borrower on the Closing Date in Dollars in an amount equal to such Term Lender's Term Loan A Commitment. The aggregate principal amount of the Term Loan A on the Closing Date shall be $300,000,000, allocated among the Term Lenders as follows: (a) Pinnacle Atl

Section 2.02 — Revolving Credit Commitments Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time from the Closing Date through, but excluding, the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Lender's Revolving Commitment. The aggregate Revo

Section 2.03 — Borrowing Procedure Each borrowing of Loans shall be made upon the Borrower's irrevocable written notice to the Administrative Agent, which shall be substantially in the form of Exhibit A (each, a "Loan Notice"). Each such Loan Notice must be received by the Administrative Agent not later than 12:00 noon (a) three (3) U.S. Government Securities Business Days prior to the requested date of any borrowing

Section 2.04 — Swing Line Loans Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its discretion, make Swing Line Loans in Dollars to the Borrower from time to time from the Closing Date until the Maturity Date, in an aggregate principal amount at any one time outstanding not to exceed $15,000,000 (the "Swing Line Sublimit"); provided that no Swing Line Loan shall be made if, after g

Section 2.05 — Letters of Credit Subject to the terms and conditions set forth herein, each Issuing Bank agrees to issue Letters of Credit for the account of the Borrower from time to time from the Closing Date until the Maturity Date, in an aggregate face amount at any one time outstanding not to exceed $25,000,000 (the "L/C Sublimit"); provided that no Letter of Credit shall be issued if, after giving effect theret

Section 2.06 — Repayment of Term Loan A The Borrower shall repay the outstanding principal amount of the Term Loan A in consecutive quarterly installments payable on the last Business Day of each fiscal quarter, commencing with the last Business Day of the first full fiscal quarter ending after the Closing Date, as follows (based on the original principal amount of $300,000,000): The remaining outstanding principal b

Section 2.07(a) — Voluntary Prepayments The Borrower may, upon irrevocable notice to the Administrative Agent given no later than 12:00 noon (i) three (3) U.S. Government Securities Business Days prior to any voluntary prepayment of SOFR Loans, and (ii) one (1) Business Day prior to any voluntary prepayment of Base Rate Loans, prepay Term Loan A or Revolving Loans, in whole or in part, without premium or penalty (oth

Section 2.07(b) — Mandatory Prepayments The Borrower shall make mandatory prepayments in accordance with the following: (i) Asset Sales. Within five (5) Business Days after receipt by the Borrower or any of its Subsidiaries of net cash proceeds from any sale, transfer, or other disposition of assets (other than dispositions permitted by Section 7.05) that (A) individually exceed $5,000,000 or (B) in the aggregate exc

Section 2.08(a) — Interest Rates Subject to the provisions of Section 2.08(b), (i) each SOFR Loan shall bear interest during each Interest Period applicable thereto at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate for SOFR Loans in effect from time to time, and (ii) each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for B

Section 2.08(b) — Default Interest Upon the occurrence and during the continuance of any Event of Default, and automatically upon the occurrence of any Event of Default under Section 8.01(a) or 8.01(f), the outstanding principal amount of each Loan (and, to the extent permitted by applicable law, past due interest, fees, and other amounts) shall bear interest at a rate per annum equal to 2.00% plus the interest rate

Section 2.08(c) — Interest Payment Dates Interest on each Loan shall be payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. "Interest Payment Date" means (i) with respect to any SOFR Loan, the last day of each Interest Period applicable to such Loan and, for any Interest Period longer than three months, on the date that is every three months after th

Section 2.09(a) — Commitment Fee The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender, in accordance with its pro rata share, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the aggregate Revolving Commitments exceeds the sum of the outstanding principal amount of Revolving Loans and the L/C exposure. The commitment fee shall accrue at al

Section 2.09(b) — Administrative Agent Fees The Borrower shall pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times specified in that certain Administrative Agent Fee Letter between the Borrower and Pinnacle Atlantic Bank, N.A.

Section 2.09(c) — Letter of Credit Fees The Borrower shall pay (i) to the applicable Issuing Bank, for its own account, a fronting fee of 12.5 basis points per annum on the average daily face amount of Letters of Credit issued by such Issuing Bank, and (ii) to the Administrative Agent, for the account of the Revolving Lenders on a pro rata basis, a participation fee equal to the Applicable Rate then in effect for SOF

Section 2.10 — Computation of Interest and Fees All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Federal Funds Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and fees hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in mo

Section 2.11 — Evidence of Debt The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payme

Section 2.12 — Payments Generally; Pro Rata Treatment All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment, or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders, at the Administrative Agent's office in Charlotte, Nort

Section 2.13 — Sharing of Payments If any Lender shall, by exercising any right of setoff or counterclaim, obtain payment in respect of any Obligation resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then such Lender receiving such greater proportion shall (a) notify the Administrative

Section 2.14 — Increased Costs; Capital Adequacy If any Change in Law shall (i) impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement against assets of, deposits with, or credit extended by any Lender, (ii) subject any Lender to any Tax on its loans or commitments (other than Indemnified Taxes), or (iii) impose on any Lender any other condition or e

Section 2.15 — Taxes Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes; provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes from such payments, then (a) the sum payable shall be increased as necessary so that after making all required deductions, the Administrat

Section 2.16 — Mitigation Obligations; Replacement of Lenders If any Lender requests compensation under Section 2.14, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Governmental Authority pursuant to Section 2.15, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder t

Section 2.17 — SOFR Provisions If a Benchmark Transition Event occurs, the Administrative Agent and the Borrower may amend this Agreement to replace Term SOFR with a benchmark replacement (giving due consideration to any evolving or then-prevailing market convention for determining a rate of interest as a replacement to Term SOFR at such time, and including any related "Conforming Changes"). Any amendment to this Agr

ARTICLE III — [INTENTIONALLY OMITTED]

Article III is intentionally omitted and reserved for potential incremental facility provisions to be added in a future amendment.

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions to Closing Date Funding The obligation of each Lender to make its Term Loan A on the Closing Date, and to make (or the Issuing Bank to issue) any other Credit Extension on the Closing Date, is subject to the satisfaction (or waiver by the Administrative Agent and the Required Lenders) of each of the following conditions on or before the Outside Date: (a) Loan Documents Each Loan Document sha

Section 4.02 — Conditions to Each Revolving Loan (Post-Closing) The obligation of each Revolving Lender to honor any request for a Revolving Loan, and of any Issuing Bank to issue, amend, renew, or extend any Letter of Credit, after the Closing Date, is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or in any other Loan Document) shall be

ARTICLE V — REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Administrative Agent and each Lender on the Closing Date and (with respect to each Credit Extension in