Contract analysis

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: “Acquisition” means the acquisition by Cascade Retail Holdings Inc. of 100% of the issued and outstanding capital stock of NovaMart Global Inc. pursuant to that certain Stock Purchase Agreement dated as of May 20, 2025 (the “Acquisition Agreement”), among Cascade Retail Holdings Inc., NovaMart Global Inc., an

Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or therein: (a) the meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (c) the words “include,” “incl

Section 1.03 Accounting Terms and Determinations. Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP as in effect on the Closing Date. For purposes of this Agreement, GAAP shall be “frozen” as of the Closing Date, and any change in GAAP after the Closing Date that would affect the computation of any financial covenant, ratio,

Section 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one decimal place, and rounding the result to the nearest one-hundredth, with one-half of one-hundredth being rounded upward. Dollar amounts shall be rounded to the nearest whole dollar.

Section 1.05 References to Agreements, Laws, Etc. Any reference to any agreement, instrument, law, regulation, statute, rule or order shall include such agreement, instrument, law, regulation, statute, rule or order as amended, restated, supplemented or otherwise modified from time to time and shall include any successor statute, rule or regulation and any rules and regulations promulgated thereunder, in each case to

Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time.

Section 1.07 SOFR Provisions. If the Administrative Agent determines that a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at

ARTICLE II THE TERM LOAN FACILITY

Section 2.01 Term Loan Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower on the Closing Date a single term loan in Dollars in an amount equal to such Lender’s Term Loan Commitment. The aggregate amount of the Term Loan Commitments on the Closing Date is $750,000,000. The Term Loans shall be funded in a single drawing on the Closing Date. Amounts bo

Section 2.02 Borrowing Procedures. The Borrower shall deliver to the Administrative Agent an irrevocable Borrowing Request not later than 11:00 a.m. three Business Days prior to the Closing Date. Each Borrowing Request shall specify: (a) the aggregate principal amount of the requested Borrowing, which shall be $750,000,000 on the Closing Date; (b) the requested funding date, which shall be the Closing Date; (c) the i

Section 2.03 Repayment of Term Loans. The Borrower hereby unconditionally promises to repay the principal amount of the Term Loans in installments as follows: (a) on the last Business Day of each fiscal quarter of the Borrower, commencing on the last Business Day of the first full fiscal quarter following the Closing Date, the Borrower shall repay an amount equal to $1,875,000, which amount reflects quarterly amortiz

Section 2.04 Prepayments. (a) Voluntary Prepayments. The Borrower may, upon at least three Business Days’ prior written notice to the Administrative Agent, voluntarily prepay the Term Loans in whole or in part at any time; provided that each partial prepayment shall be in a minimum principal amount of $1,000,000 and in integral multiples of $100,000 in excess thereof. Voluntary prepayments shall be made without premi

Section 2.05 Interest. (a) Rate. The Term Loans shall bear interest at a rate per annum equal to Term SOFR for the applicable Interest Period plus the Applicable Margin. Term SOFR shall in no event be less than the SOFR Floor. Interest shall be computed on the basis of the actual number of days elapsed over a year of 360 days. (b) Default Interest. Upon the occurrence and during the continuance of any Event of Defaul

Section 2.06 Fees. (a) Arrangement Fees. The Borrower agrees to pay to the Administrative Agent, the Co-Lead Arranger and other applicable Persons the fees set forth in the Fee Letter dated May 15, 2025 among the Borrower, Cornerstone National Bank, N.A., and Caluvori Capital Partners, Inc. Without limiting the foregoing, the Term Loans shall be subject to OID in the amount of 1.50% of the aggregate principal amount

Section 2.07 Computation of Interest and Fees. All computations of interest and fees under this Agreement shall be made on the basis of a 360-day year and the actual number of days elapsed. Interest shall accrue from and including the date the applicable Loan is made to but excluding the date of repayment thereof.

Section 2.08 Evidence of Indebtedness. The Administrative Agent shall maintain the Register pursuant to Section 9.04(b), and a subaccount therein for each Lender, recording the amount of the Term Loan made by each Lender and each repayment, prepayment and interest payment in respect thereof. The entries made in the Register shall be prima facie evidence of the existence and amounts of the obligations of the Borrower

Section 2.09 Payments Generally. All payments to be made by the Borrower hereunder shall be made in Dollars, in immediately available funds, without condition or deduction for any counterclaim, defense, recoupment or setoff, except as otherwise expressly provided in Section 2.12, to the Administrative Agent at its office specified herein, not later than 2:00 p.m. on the date when due. Payments received after 2:00 p.m

Section 2.10 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 its Loans resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon greater than its pro rata share thereof, then the Lender receiving such greater proportion shall

Section 2.11 Increased Costs. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, liquidity, 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; (b) subject any Recipient to any Taxes on its loans, commitments or other obligations, or its deposits, reserves, ot

Section 2.12 Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If the Borrower or any withholding agent is required by applicable law to deduct or withhold any Taxes from any such payment, then: (a) if such Taxes are Indemnifi

Section 2.13 Mitigation Obligations; Replacement of Lenders. If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall use commercially reasonable efforts to designate a different lending office or to take any other reasonable action if, i