Contract analysis

1. Availability Reserves methodology and caps — Borrower proposes a $30,000,000 aggregate cap and enhanced notice requirements for reserve adjustments.

2. FCCR Trigger Threshold formulation — Borrower proposes reducing the threshold from 12.5% / $30M floor to 10% / $25M floor to create an appropriate buffer between the FCCR trigger and the cash dominion trigger.

3. Permitted Investments basket — Borrower proposes a general investment basket of $20,000,000, increased from WGH's $15,000,000 proposal.

4. Disposition basket — Borrower proposes a general disposition basket of $10,000,000 per fiscal year, increased from WGH's $7,500,000 proposal.

5. Purchase money / capital lease carve-out — Borrower proposes $15,000,000, increased from WGH's $10,000,000.

6. SOFR credit spread adjustments — Borrower confirms acceptance of 10 basis points for the one-month Interest Period and 15 basis points for the three-month Interest Period.

7. Cash dominion mechanics — Borrower proposes refinement of the cure period from 30 consecutive calendar days to 20 consecutive Business Days.

8. Borrowing Base Certificate delivery timing — Borrower proposes the 20th of the following month (rather than the 15th) to accommodate its accounting close cycle.

9. Various conforming and clean-up changes — Including filling in open placeholders for cross-default thresholds, ERISA and judgment thresholds, employee equity repurchase baskets, affiliate transaction de minimis amounts, and related provisions. We have also included, as an appendix to this cover note, a summary table of the key open points and a brief statement of the Borrower's rationale for each proposed change.

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ABL Priority Collateral" has the meaning specified in the Intercreditor Agreement. "Adjusted Term SOFR" means, for purposes of any calculation, the Term SOFR for the applicable Interest Period on the applicable day ; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floo

Section 1.02 — Other Interpretive Provisions Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, (d) the terms "Article," "Section," "Schedule

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 to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with tha

Section 1.04 — Rounding Any financial ratios required to be maintained by any Loan Party 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. [No changes from WGH Revised Draft.]

Section 1.05 — References to Agreements and Laws Unless otherwise specified, (a) all references to documents, instruments, and agreements (including this Agreement) shall be deemed to include all subsequent amendments, restatements, extensions, supplements, and other modifications thereto, but only to the extent such amendments, restatements, extensions, supplements, and other modifications are not prohibited by any

Section 1.06 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable). [No changes from WGH Revised Draft.]

Section 1.07 — Letter of Credit Amounts Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of

Section 1.08 — Rates; SOFR Notification The Administrative Agent does not warrant, nor accept responsibility for, nor shall the Administrative Agent have any liability with respect to (a) the continuation of, administration of, submission of, calculation of, or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, or any component definition thereof or rates referenced in the defini

ARTICLE II — THE COMMITMENTS AND BORROWINGS

Section 2.01 — Revolving Commitments Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each, a "Revolving Loan") to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Commitment; provided that after giving effect to any Borrowing of Revolv

Section 2.02 — Borrowings, Conversions and Continuations of Revolving Loans (a) Each Borrowing of Revolving Loans, each conversion of Revolving Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon the applicable Borrower's irrevocable notice to the Administrative Agent, which notice must be received by the Administrative Agent (i) in the case of SOFR Loans, not later than 11:00 a.m

Section 2.03 — Letters of Credit (a) LC Sublimit. Subject to the terms and conditions set forth herein, the LC Issuer agrees to issue standby Letters of Credit and commercial Letters of Credit for the account of any Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding $40,000,000 (the "LC Sublimit"). (b) LC Issuance. Each issuance,

Section 2.04 — Swingline Loans (a) Swingline Sublimit. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make swingline loans (each, a "Swingline Loan") to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding $25,000,000 (the "Swingline Sublimit"). (b) Each Swingline Loan shall be a Base Rate

Section 2.05 — Prepayments (a) Optional Prepayments. The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that such notice must be received by the Administrative Agent (i) in the case of SOFR Loans, not later than 11:00 a.m. three Business Days prior to any proposed prepayment and (ii) i

Section 2.06 — Termination or Reduction of Commitments The Borrowers may, upon not less than three Business Days' prior irrevocable written notice to the Administrative Agent, terminate the unused Commitments or permanently reduce the unused portion of the Commitments; provided that (a) any such partial reduction shall be in an aggregate amount of not less than $5,000,000 and in integral multiples of $1,000,000 in ex

Section 2.07 — Repayment of Loans (a) The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans and Swingline Loans outstanding on such date. (b) Each Lender shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amount

Section 2.08 — Interest (a) Subject to the provisions of subsection (b) below, (i) each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR for such Interest Period plus the Applicable Rate (3.00% per annum), (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable bor

Section 2.09 — Fees (a) Unused Line Fee. The Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, an unused line fee (the "Unused Line Fee") equal to 0.375% (37.5 basis points) per annum of the average daily unused portion of the Aggregate Commitments, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencin

Section 2.10 — Computation of Interest and Fees All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Adjusted Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for SOFR Loans and all computations of fees shall be made on the basis of a 360-day year and actual days elapsed. [No

Section 2.11 — Evidence of Indebtedness The Administrative Agent shall maintain at its address referred to in Section 11.02 a copy of each Assignment and Assumption delivered to it pursuant to Section 11.07(d) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms here

Section 2.12 — Payments Generally; Administrative Agent's Clawback (a) All payments to be made by any Loan Party shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment, or setoff. (b) All payments by any Loan Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Age

Section 2.13 — Sharing of Payments If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans or other Obligations owing to it that results in such Lender receiving payment of a proportion of the aggregate amount of the Revolving Loans or other Obligations and accrued interest thereon greater than its Pro

Section 2.14 — Borrowing Base (a) Borrowing Base Formula. The Borrowing Base shall be calculated as follows: the sum of (i) 85% of the aggregate amount of Eligible Receivables plus (ii) 65% of the NOLV of Eligible Inventory, minus the aggregate amount of Availability Reserves, in each case as set forth in the most recently delivered Borrowing Base Certificate. (b) Delivery of Borrowing Base Certificates. (i) Monthly.

Section 2.15 — Cash Management; Cash Dominion (a) Deposit Account Control Agreements. On or prior to the Closing Date (or within the time period specified in Schedule 6.13 for post-closing delivery), the Loan Parties shall have entered into deposit account control agreements ("DACAs") in form and substance reasonably satisfactory to the Administrative Agent with respect to each deposit account maintained by any Loan

Section 2.16 — Benchmark Replacement Setting The Administrative Agent and the Borrower Representative may amend this Agreement (pursuant to an amendment that shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such proposed amendment is provided to the Lenders, wri

ARTICLE III — TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01 — Taxes (a) Defined Terms. For purposes of this Section 3.01, the term "Lender" includes any LC Issuer and the Swingline Lender, and the term "applicable Law" includes FATCA. (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any

Section 3.02 — Illegality If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain, or fund SOFR Loans, then such Lender shall promptly notify the Administrative Agent thereof, and the obligation of such Lender to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Lo

Section 3.03 — Inability to Determine Rates If on any date on which a Term SOFR would otherwise be set the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining the Term SOFR, the Administrative Agent shall give notice thereof to the Borrower Representative and each Lender by telephone, telecopy, or electronic ma

Section 3.04 — Increased Costs; Reserves on SOFR Loans (a) If any Change in Law shall impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender, or shall impose on any Lender any other condition, cost, or expense affecting this Agreement or SOFR

Section 3.05 — Compensation for Losses Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost, or expense incurred by it as a result of (a) any continuation, conversion, payment, or prepayment of any SOFR Loan on a day other than the last day of the Interest Period for such Loan, o

Section 3.06 — Mitigation Obligations; Replacement of Lenders (a) If any Lender requests compensation under Section 3.04, or if any Loan Party is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall (at the request of the Borrower R

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions of Initial Credit Extension The obligation of each Lender to make the initial Credit Extension hereunder is subject to the satisfaction or waiver by the Administrative Agent (and, to the extent specified below, the Required Lenders) of the following conditions precedent on or before the Closing Date: (a) Credit Agreement. The Administrative Agent shall have received a counterpart of this Agr