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CREDIT AGREEMENT

Dated as of May 4, 2023

Effective Date: May 19, 2023

among

CASCADE RETAIL HOLDINGS INC. a Delaware corporation, as a Borrower,

CASCADE RETAIL OPERATING COMPANY LLC a Delaware limited liability company, as a Borrower,

THE GUARANTORS PARTY HERETO

THE LENDERS PARTY HERETO

and

CRESCENT HARBOR BANK, N.A. as Administrative Agent and Collateral Agent

________________________________________

CRESCENT HARBOR BANK, N.A. as Sole Lead Arranger and Sole Bookrunner

________________________________________

$300,000,000 Senior Secured Asset-Based Revolving Credit Facility

CUSIP: 14762MAA3

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This CREDIT AGREEMENT (this "Agreement") is entered into as of May 4, 2023 (the "Agreement Date"), with an Effective Date of May 19, 2023, among CASCADE RETAIL HOLDINGS INC., a Delaware corporation ("CRH"), CASCADE RETAIL OPERATING COMPANY LLC, a Delaware limited liability company ("CROC" and, together with CRH, each a "Borrower" and collectively, the "Borrowers"), the Guarantors party hereto, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and CRESCENT HARBOR BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent") and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").

RECITALS

WHEREAS, the Borrowers have requested that the Lenders provide a senior secured asset-based revolving credit facility in an aggregate principal amount of $300,000,000 (the "Facility");

WHEREAS, the proceeds of the Facility will be used (a) to refinance and repay in full all outstanding obligations under that certain $175,000,000 revolving asset-based credit facility among the Borrowers and Harborview Lending Group, LLC, as lender (the "Existing Credit Facility"), in a payoff amount of $112,450,000, (b) to pay fees, costs, and expenses incurred in connection with the transactions contemplated hereby, (c) for working capital and general corporate purposes, and (d) for such other lawful purposes not prohibited by this Agreement;

WHEREAS, the Guarantors have agreed to guaranty the Obligations and to grant security interests in their assets as more fully described herein and in the other Loan Documents;

WHEREAS, the Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and of the loans and other extensions of credit hereafter to be made by the Lenders to the Borrowers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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 Collateral" means all accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper, instruments, letter-of-credit rights, commercial tort claims, general intangibles (other than Excluded Assets), and all proceeds (including insurance proceeds) and products of any and all of the foregoing, in each case of the Borrowers and the Guarantors, whether now existing or hereafter acquired or arising. The term "ABL Collateral" shall not include (a) real property (except fixtures), (b) equity interests in Foreign Subsidiaries exceeding sixty-five percent (65%) of the voting stock of any such Foreign Subsidiary, or (c) intellectual property registered with the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office ("USCO"); provided that intellectual property described in clause (c) shall be subject to a negative pledge in favor of the Collateral Agent as set forth in Section 7.12.

"Adjusted Term SOFR" means, for any Interest Period, Term SOFR for such Interest Period plus the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall be less than the SOFR Floor, Adjusted Term SOFR shall be deemed to be the SOFR Floor.

"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, with principal offices at 780 Park Avenue, 30th Floor, New York, New York 10021, in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent appointed in accordance with Section 10.06.

"Aggregate Commitments" means the aggregate amount of the Revolving Commitments of all Lenders, which as of the Closing Date equals Three Hundred Million Dollars ($300,000,000).

"Agreement" means this Credit Agreement, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder.

"Applicable Rate" means, at any time, with respect to (a) SOFR Loans, three hundred basis points (3.00%) per annum and (b) Base Rate Loans, two hundred basis points (2.00%) per annum.

"Availability" means, at any time of determination, an amount equal to (a) the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base at such time, minus (b) the Total Revolving Outstandings at such time.

"Availability Reserves" means, at any time of determination, such reserves as the Administrative Agent may from time to time establish and revise in its Permitted Discretion, reducing the borrowing availability of the Borrowers under the Borrowing Base, including (without limitation) rent reserves, gift card reserves, dilution reserves, carrier and freight reserves, customer deposit reserves, and other customary reserves established by the Administrative Agent in connection with asset-based lending transactions. As of the Closing Date, Availability Reserves equal Twenty-Three Million Six Hundred Fifty Thousand Dollars ($23,650,000).

"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate for such day plus one-half of one percent (0.50%), (b) the rate of interest per annum last quoted by The Wall Street Journal (or, if The Wall Street Journal ceases to be published, another nationally recognized publication selected by the Administrative Agent) as the "prime rate" in effect on such day (the Administrative Agent's prime rate) and (c) Adjusted Term SOFR for a one-month Interest Period as published on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.00%). Any change in the Base Rate due to a change in the prime rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective as of the opening of business on the day of such change.

"Base Rate Loan" means a Revolving Loan or Swingline Loan that bears interest at a rate based on the Base Rate.

"Benchmark Replacement" has the meaning specified in Section 1.07.

"Borrowers" means, collectively, Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company, and each individually a "Borrower."

"Borrowing" means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01.

"Borrowing Base" means, at any time of determination, an amount equal to the sum of (a) eighty-five percent (85%) of the Eligible Receivables at such time, plus (b) sixty-five percent (65%) of the NOLV of Eligible Inventory at such time, minus (c) Availability Reserves at such time. As of the Closing Date, the Borrowing Base is calculated as follows: (85% x $187,000,000) + (65% x $294,000,000) - $23,650,000 = $158,950,000 + $191,100,000 - $23,650,000 = $326,400,000.

"Borrowing Base Certificate" means a certificate in substantially the form of Exhibit B hereto (or such other form as may be approved by the Administrative Agent), duly executed by an authorized officer of the Borrower Representative and delivered to the Administrative Agent in accordance with Section 6.02(b).

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close; provided that, when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Cash Dominion Event" means (a) the occurrence of any event or condition as a result of which Availability at any time falls below Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000) (being twelve and one-half percent (12.5%) of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base (calculated at the Closing Date as 12.5% x $300,000,000 = $37,500,000)), or (b) the occurrence and continuance of an Event of Default. A Cash Dominion Event shall be deemed to be continuing until such time as the conditions set forth in Section 2.14(c) have been satisfied.

"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from Standard & Poor's or at least P-1 from Moody's; (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.

"Change of Control" means (a) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) shall acquire beneficial ownership, directly or indirectly, of more than thirty-five percent (35%) of the outstanding Equity Interests of CRH having ordinary voting power for the election of directors; (b) during any period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the board of directors of CRH shall at any time be occupied by Persons who were neither (i) nominated by the board of directors of CRH nor (ii) appointed by directors so nominated; (c) CRH shall cease to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of CROC; or (d) CROC shall cease to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of each of Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc.

"Closing Date" means May 19, 2023, the date on which the conditions precedent set forth in Section 4.01 are satisfied or waived in accordance with the terms hereof.

"Collateral" means all ABL Collateral and all other property, assets, and rights of the Loan Parties that are subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties, in each case pursuant to the Security Agreement, the Pledge Agreement, or any other Loan Document.

"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent for the Secured Parties hereunder and under the other Loan Documents, and any successor collateral agent appointed in accordance with the terms hereof.

"Compliance Certificate" means a certificate in substantially the form of Exhibit C hereto, duly executed by the Chief Financial Officer or Treasurer of the Borrower Representative.

"Conforming Changes" has the meaning specified in Section 1.07.

"Consolidated EBITDA" means, for any period of determination, the Consolidated Net Income for such period, plus (without duplication and to the extent deducted in determining Consolidated Net Income for such period) the sum of (a) interest expense (including amortization of original issue discount and non-cash interest), (b) provision for federal, state, local, and foreign income taxes, (c) depreciation expense, (d) amortization expense, (e) non-cash stock-based compensation expense, (f) non-recurring charges, losses, and expenses (including restructuring charges, severance costs, and costs related to the closing or consolidation of facilities) not exceeding $15,000,000 in the aggregate for any trailing four-quarter period, and (g) fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, minus (without duplication and to the extent included in Consolidated Net Income for such period) the sum of (i) non-cash gains and (ii) any extraordinary or non-recurring gains, in each case determined on a consolidated basis for CRH and its Subsidiaries in accordance with GAAP. For the Fiscal Year ended December 31, 2022 (FY2022), Consolidated EBITDA was $148,500,000.

"Consolidated Net Income" means, for any period, the net income (or loss) of CRH and its Subsidiaries on a consolidated basis for such period determined in accordance with GAAP.

"DACA" or "Deposit Account Control Agreement" means each deposit account control agreement entered into among a Loan Party, the depository bank at which such Loan Party maintains a deposit account, and the Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent.

"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

"Default Rate" means, at any time, an interest rate per annum equal to the otherwise applicable interest rate plus two hundred basis points (2.00%).

"Disposition" or "Dispose" means the sale, transfer, license, lease, or other disposition (including any Sale and Leaseback Transaction) of any property by any Person, including any sale, assignment, transfer, or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

"Effective Date" means May 19, 2023, the date on which all conditions precedent set forth in Section 4.01 have been satisfied or waived in accordance with the terms hereof.

"Eligible Inventory" means, at any time, all Inventory of the Borrowers that the Administrative Agent determines in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base as of such time. Without limiting the Administrative Agent's Permitted Discretion, Inventory shall not be Eligible Inventory if such Inventory: (a) is not owned solely by a Borrower free and clear of all Liens other than Permitted Liens; (b) is not located in the continental United States; (c) is obsolete, slow-moving (as determined by the Administrative Agent), damaged, defective, or unfit for sale; (d) has been in transit for more than thirty (30) days; (e) is held on consignment or is consigned inventory; (f) is subject to a negotiated bill of lading; (g) is not insured in accordance with the provisions of this Agreement; (h) consists of packaging and shipping materials, labels, supplies, or similar items; (i) is not subject to a perfected first-priority Lien in favor of the Collateral Agent; (j) is located at a leased location for which a landlord waiver or collateral access agreement satisfactory to the Administrative Agent has not been obtained (to the extent required hereunder); or (k) is otherwise unacceptable to the Administrative Agent in its Permitted Discretion. As of the Closing Date, the NOLV of Eligible Inventory was $294,000,000, as determined by the appraisal conducted by Ridgeline Asset Advisors LLC dated March 31, 2023.

"Eligible Receivables" means, at any time, all accounts receivable of the Borrowers that the Administrative Agent determines in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base as of such time. Without limiting the Administrative Agent's Permitted Discretion, an account receivable shall not be an Eligible Receivable if such account: (a) is not owned solely by a Borrower free and clear of all Liens other than Permitted Liens; (b) has been outstanding for more than sixty (60) days past the original invoice date; (c) is owed by an account debtor for which more than fifty percent (50%) of the aggregate accounts are ineligible under clause (b); (d) is owed by an Affiliate of any Loan Party; (e) is a contra account or subject to any offset, deduction, counterclaim, dispute, or defense; (f) is owed by an account debtor that is organized or has its principal office or assets outside the United States (unless supported by an acceptable letter of credit or covered by credit insurance acceptable to the Administrative Agent), in an aggregate amount exceeding $5,000,000; (g) is owed by an account debtor that is the subject of any bankruptcy or insolvency proceeding; (h) is not subject to a perfected first-priority Lien in favor of the Collateral Agent; (i) is owed by the federal government or any state or local government unless compliant with the Assignment of Claims Act of 1940, as amended, or applicable state or local law equivalent; or (j) is otherwise unacceptable to the Administrative Agent in its Permitted Discretion. As of the Closing Date, Eligible Receivables were $187,000,000, as determined by the field examination conducted by Ridgeline Asset Advisors LLC dated March 31, 2023.

"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices, or binding agreements issued, promulgated, or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release, or threatened release of any Hazardous Material, or to health and safety matters.

"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, and any warrants, options, or other rights entitling the holder thereof to purchase or acquire any such equity ownership interest.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" has the meaning specified in Section 9.01.

"Excluded Assets" means (a) real property (except fixtures), (b) Equity Interests in Foreign Subsidiaries exceeding sixty-five percent (65%) of the voting stock of any such Foreign Subsidiary, and (c) intellectual property registered with the USPTO or the USCO; provided that intellectual property described in clause (c) shall be subject to a negative pledge covenant in favor of the Collateral Agent as set forth in Section 7.12.

"Existing Credit Facility" means that certain $175,000,000 revolving asset-based credit facility pursuant to that certain Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time), among the Borrowers and Harborview Lending Group, LLC, as lender and agent.

"FCCR Trigger Threshold" means the greater of (a) ten percent (10%) of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base and (b) Twenty-Five Million Dollars ($25,000,000). As of the Closing Date, the FCCR Trigger Threshold is $30,000,000 (calculated as 10% x $300,000,000 = $30,000,000, which is greater than $25,000,000).

"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

"Fiscal Year" means the fiscal year of CRH and its Subsidiaries ending on December 31 of each calendar year.

"Fixed Charge Coverage Ratio" or "FCCR" means, for any period of determination, the ratio of (a) Consolidated EBITDA for such period, minus unfinanced capital expenditures for such period, minus cash taxes paid during such period, to (b) Fixed Charges for such period. For the Fiscal Year ended December 31, 2022, the Fixed Charge Coverage Ratio was 1.70 to 1.00 (calculated as $148,500,000 divided by $87,200,000).

"Fixed Charges" means, for any period, the sum (without duplication) of (a) all regularly scheduled payments of principal on funded Indebtedness of CRH and its Subsidiaries during such period (including the principal component of payments made under capital leases), (b) all cash interest expense of CRH and its Subsidiaries paid during such period, (c) all Restricted Payments made in cash during such period, and (d) all capital lease obligations paid during such period, in each case determined on a consolidated basis in accordance with GAAP.

"Foreign Subsidiary" means any Subsidiary of CRH that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia. As of the Closing Date, the Foreign Subsidiaries include Cascade Retail Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a consistent basis, subject to Section 1.03.

"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state 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).

"Guarantors" means, collectively, (a) Cascade Digital Commerce Inc., a Delaware corporation ("CDC"), (b) Cascade Outlet Stores LLC, a Washington limited liability company ("COS"), and (c) Cascade Fulfillment Services Inc., a Delaware corporation ("CFS"), and each other Person that shall have become a Guarantor pursuant to Section 6.12 or otherwise, and each individually a "Guarantor."

"Guaranty" means the Guaranty Agreement dated as of May 4, 2023, made by the Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, or other similar instruments; (b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds, and similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person; (e) all Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations; and (f) all Guaranty Obligations of such Person in respect of any of the foregoing.

"Interest Period" means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one (1), three (3), or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower Representative in its Notice of Borrowing or Notice of Conversion/Continuation; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity Date.

"LC Issuer" means Crescent Harbor Bank, N.A. in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

"LC Sublimit" means Forty Million Dollars ($40,000,000). The LC Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Lenders" means the financial institutions listed on Schedule 1.01 hereto and any other Person that shall have become a party hereto as a Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. As of the Closing Date, the Lenders and their respective Commitments are as follows:

(a) Crescent Harbor Bank, N.A. — $135,000,000 (representing 45.000% of the Aggregate Commitments);

(b) Northgate Capital Bank — $90,000,000 (representing 30.000% of the Aggregate Commitments); and

"Letter of Credit" means any letter of credit issued hereunder, and shall include the existing letters of credit, if any.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

"Loan Documents" means this Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, the Notes, the Deposit Account Control Agreements, the Perfection Certificate, the Borrowing Base Certificates, and each other agreement, instrument, document, or certificate identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements, and all other written matter whether heretofore, now, or hereafter executed by or on behalf of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with the Agreement or the transactions contemplated thereby.

"Loan Parties" means, collectively, the Borrowers and the Guarantors (i.e., CRH, CROC, CDC, COS, and CFS), and each individually a "Loan Party."

"Material Adverse Effect" means a material adverse change in, or a material adverse effect on, (a) the business, assets, operations, or financial condition of CRH and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under any Loan Document, (c) the Collateral or the Liens of the Collateral Agent on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Collateral Agent, or the Lenders under the Loan Documents.

"Maturity Date" means May 19, 2028; provided that if such day is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"NOLV" means the net orderly liquidation value of Eligible Inventory, expressed as a percentage of the cost of such Eligible Inventory, as determined by the most recent inventory appraisal conducted by Ridgeline Asset Advisors LLC (or such other nationally recognized inventory appraisal firm as may be acceptable to the Administrative Agent in its Permitted Discretion) in accordance with Section 6.10.

"Notes" means, collectively, the Revolving Loan Notes and the Swingline Note.

"Obligations" means all advances to, and debts, liabilities, obligations, covenants, and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest, fees, charges, expenses, and indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, charges, expenses, and indemnities are allowed claims in such proceeding.

"Permitted Discretion" means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

"Permitted Liens" has the meaning specified in Section 7.01.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.

"Pledge Agreement" means the Pledge Agreement dated as of May 4, 2023, made by CRH and CROC in favor of the Collateral Agent for the benefit of the Secured Parties, pursuant to which (a) CRH pledges one hundred percent (100%) of the Equity Interests of CROC and (b) CROC pledges one hundred percent (100%) of the Equity Interests of each of CDC, COS, and CFS and sixty-five percent (65%) of the voting Equity Interests of Cascade Retail Canada ULC, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Pro Rata Share" means, with respect to each Lender at any time, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender's Commitment at such time and the denominator of which is the Aggregate Commitments at such time, as set forth on Schedule 1.01.

"Required Lenders" means, as of any date of determination, Lenders having Revolving Commitments representing more than fifty percent (50%) of the Aggregate Commitments; provided that the Revolving Commitment of, and the portion of the Total Revolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities, or other property) with respect to any Equity Interests in CRH or any Subsidiary, or any payment (whether in cash, securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation, or termination of any such Equity Interests, or on account of any return of capital to CRH's stockholders, partners, or members (or the equivalent Person thereof).

"Restricted Payment Availability Threshold" means fifteen percent (15%) of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base. As of the Closing Date, the Restricted Payment Availability Threshold is $45,000,000 (calculated as 15% x $300,000,000).

"Revolving Commitment" means, as to each Lender, its obligation to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1.01 under the caption "Revolving Commitment," as such amount may be adjusted from time to time in accordance with this Agreement.

"Revolving Loan" means an advance made by a Lender to the Borrowers pursuant to Section 2.01.

"Revolving Loan Note" means a promissory note made by the Borrowers in favor of a Lender evidencing Revolving Loans made by such Lender, in substantially the form of Exhibit A hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuer, the Swingline Lender, and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Article X.

"Security Agreement" means the Security Agreement dated as of May 4, 2023, among the Loan Parties and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"SOFR" means a rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Adjustment" means (a) for an Interest Period of one (1) month, ten basis points (0.10%) and (b) for an Interest Period of three (3) months, fifteen basis points (0.15%).

"SOFR Floor" means a rate of interest per annum equal to zero percent (0.00%).

"SOFR Loan" means a Revolving Loan that bears interest at a rate based on Adjusted Term SOFR.

"Solvent" means, when used with respect to any Person, that as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise," as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.

"Subsidiary" means, as to any Person, a corporation, partnership, limited liability company, or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

"Swingline Lender" means Crescent Harbor Bank, N.A. in its capacity as provider of Swingline Loans, or any successor swingline lender.

"Swingline Loan" means any loan made by the Swingline Lender to the Borrowers pursuant to Section 2.04.

"Swingline Note" means a promissory note made by the Borrowers in favor of the Swingline Lender evidencing Swingline Loans, in substantially the form of Exhibit G hereto.

"Swingline Sublimit" means Twenty-Five Million Dollars ($25,000,000). The Swingline Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body for the applicable corresponding tenor, and that is published by CME Group Benchmark Administration Limited (or a successor administrator of such rate as selected by the Administrative Agent in its reasonable discretion), subject to the SOFR Floor.

"Total Revolving Outstandings" means, at any time, the aggregate outstanding principal amount of all Revolving Loans, all Swingline Loans, and all LC Obligations at such time.

"Type" means, with respect to a Revolving Loan, its character as a Base Rate Loan or a SOFR Loan.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other jurisdiction govern the perfection or the effect of perfection or non-perfection of any Lien granted hereunder or under any other Loan Document, the Uniform Commercial Code as in effect from time to time in such other jurisdiction.

Section 1.02 — Other Interpretive Provisions

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document (including this Agreement) shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "hereto," "herein," "hereof," and "hereunder," and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding"; and the word "through" means "to and including."

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03 — Accounting Terms

(a) 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 that used in preparing the audited financial statements of CRH for the Fiscal Year ended December 31, 2022 delivered pursuant to Section 4.01, except as otherwise specifically prescribed herein.

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either CRH or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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 (with a rounding-up if there is no nearest number) to the number of decimal places expressed herein. All financial ratios shall be rounded to two (2) decimal places.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight saving or standard, as applicable).

Section 1.06 — 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. All Letter of Credit amounts shall be expressed in United States Dollars.

Section 1.07 — SOFR-Related Provisions

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in connection with such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders and (y) if a Benchmark Replacement is not determined in connection with such Benchmark Replacement Date, Borrowings will bear interest at the Base Rate until such time as a Benchmark Replacement is determined.

(b) Conforming Changes. In connection with the use, administration, adoption, or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. "Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Base Rate," the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, by any Lender (or group of Lenders) pursuant to this Section 1.07, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.07.

ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01 — Revolving Commitments

(a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrowers from time to time, on any Business Day during the period from the Effective Date until the Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Revolving Commitment; provided that after giving effect to any Borrowing, (i) the Total Revolving Outstandings shall not exceed the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base and (ii) the aggregate outstanding amount of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the outstanding amount of all LC Obligations, plus such Lender's Pro Rata Share of the outstanding amount of all Swingline Loans, shall not exceed such Lender's Revolving Commitment. Within the limits of each Lender's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or SOFR Loans, as further provided herein.

(b) The Revolving Commitments of the Lenders as of the Closing Date are as set forth on Schedule 1.01 and are as follows:

Section 2.02 — Borrowings, Conversions and Continuations

(a) Each Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon the Borrower Representative's irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Notice of Borrowing or Notice of Conversion/Continuation, as applicable. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (Eastern Time) (A) three (3) Business Days prior to the requested date of any Borrowing of, conversion to, or continuation of SOFR Loans, or (B) on the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing or Notice of Conversion/Continuation, as applicable. Each Borrowing of, conversion to, or continuation of SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.

(b) Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of such Borrowing, and if no timely notice of a conversion or continuation is provided, then SOFR Loans shall be converted to Base Rate Loans on the last day of the then-current Interest Period. The Administrative Agent shall promptly notify the Borrower Representative and the Lenders of the applicable interest rate determined pursuant to Section 2.08.

(c) The Borrowers may elect Interest Periods for SOFR Loans of one (1), three (3), or six (6) months; provided that (i) if the Interest Period for a SOFR Loan would end on a day that is not a Business Day, such Interest Period shall be adjusted as provided in the definition of "Interest Period" and (ii) no Interest Period shall extend beyond the Maturity Date.

(d) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of SOFR Loans, there shall not be more than ten (10) SOFR Loans outstanding at any time.

Section 2.03 — Letters of Credit

(a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the LC Issuer to issue Letters of Credit for the account of the Borrowers, in a form reasonably acceptable to the LC Issuer, at any time and from time to time during the period from the Effective Date until the date that is thirty (30) days prior to the Maturity Date. The LC Issuer shall have no obligation to issue any Letter of Credit if (i) after giving effect to such issuance, the aggregate amount of all outstanding Letters of Credit would exceed the LC Sublimit of $40,000,000, (ii) after giving effect to such issuance, the Total Revolving Outstandings would exceed the lesser of the Aggregate Commitments and the Borrowing Base, or (iii) any Lender is a Defaulting Lender, unless the LC Issuer has entered into arrangements satisfactory to it with the Borrowers or such Defaulting Lender to eliminate the LC Issuer's actual or potential Fronting Exposure.

(b) Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal, or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver to the LC Issuer and the Administrative Agent, at least five (5) Business Days in advance of the requested date of issuance (or three (3) Business Days in advance in the case of an amendment, renewal, or extension), a written notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, or extended, and specifying the date of issuance, amendment, renewal, or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew, or extend such Letter of Credit.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.

(d) Participation by Lenders. By the issuance of a Letter of Credit and without any further action on the part of the LC Issuer or the Lenders, the LC Issuer hereby grants to each Lender, and each Lender hereby acquires from the LC Issuer, a participation in each Letter of Credit equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit.

(e) Reimbursement. If the LC Issuer makes any payment under any Letter of Credit, the Borrowers shall reimburse the LC Issuer on the date of such payment by paying to the Administrative Agent an amount equal to such payment. If the Borrowers fail to make such reimbursement payment on such date, the Administrative Agent shall notify each Lender of the unreimbursed amount and each Lender shall fund its participation in the amount of such unreimbursed drawing by paying to the Administrative Agent its Pro Rata Share thereof.

(f) LC Fee. The Borrowers shall pay to the Administrative Agent, for the ratable account of the Lenders, a Letter of Credit fee (the "LC Fee") at a per annum rate equal to three hundred basis points (3.00%) on the daily average amount available to be drawn under each outstanding Letter of Credit, payable quarterly in arrears on the last Business Day of each calendar quarter and on the Maturity Date.

(g) LC Fronting Fee. The Borrowers shall pay directly to the LC Issuer, for its own account, an LC fronting fee (the "LC Fronting Fee") at a per annum rate equal to twelve and one-half basis points (0.125%) on the daily average amount available to be drawn under each outstanding Letter of Credit issued by the LC Issuer, payable quarterly in arrears on the last Business Day of each calendar quarter and on the Maturity Date.

(h) Documentary and Processing Charges. In addition to the foregoing fees, the Borrowers shall pay directly to the LC Issuer the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges of the LC Issuer relating to letters of credit, as from time to time in effect.

Section 2.04 — Swingline Loans

(a) General. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time, on any Business Day during the period from the Effective Date until the date that is ten (10) Business Days prior to the Maturity Date, in an aggregate amount at any time outstanding not to exceed the Swingline Sublimit of $25,000,000; provided that after giving effect to any Swingline Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base and (ii) the aggregate outstanding amount of all Swingline Loans shall not exceed the Swingline Sublimit.

(b) Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower Representative's irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. (Eastern Time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and (ii) the requested borrowing date, which shall be a Business Day. Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Rate for Base Rate Loans.

(c) Refunding of Swingline Loans. The Swingline Lender at any time may request, on behalf of the Borrowers (which hereby irrevocably authorizes the Swingline Lender to so request), that each Lender make a Revolving Loan in an amount equal to such Lender's Pro Rata Share of the outstanding Swingline Loans. Such request shall be made in writing and in accordance with the requirements of Section 2.02, without regard to the minimum principal amount for a Borrowing set forth therein, but subject to the conditions set forth in Section 4.02.

(d) Participation by Lenders. If any Revolving Loan is not made in accordance with Section 2.04(c) for any reason, each Lender shall be deemed to have purchased a participation from the Swingline Lender in such Swingline Loan in an amount equal to such Lender's Pro Rata Share of such Swingline Loan.

Section 2.05 — Prepayments

(a) Optional Prepayments. The Borrowers may, upon notice to the Administrative Agent (which notice may be revocable), at any time or from time to time voluntarily prepay Revolving Loans and Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (Eastern Time) (A) three (3) Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans and Swingline Loans, (ii) any prepayment of SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such prepayment shall be applied first to Swingline Loans and second to Revolving Loans. Prepayments of SOFR Loans made on a day other than the last day of an Interest Period for such Loans shall be subject to the payment of breakage costs pursuant to Section 3.05.

(b) Mandatory Prepayments. If at any time the Total Revolving Outstandings exceed the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base (any such excess, an "Overadvance"), the Borrowers shall immediately prepay Revolving Loans and Swingline Loans (or, if after giving effect to such prepayment there exists an Overadvance, cash collateralize outstanding Letters of Credit) in an aggregate amount equal to such Overadvance. Such mandatory prepayments shall be applied first to Swingline Loans, second to Revolving Loans, and third to cash collateralize the LC Obligations. For the avoidance of doubt, any mandatory prepayment of SOFR Loans shall be subject to payment of breakage costs pursuant to Section 3.05.

Section 2.06 — Termination or Reduction of Commitments

(a) The Borrowers may, upon at least three (3) Business Days' prior irrevocable written notice to the Administrative Agent, terminate the Aggregate Commitments or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (ii) the Aggregate Commitments shall not be reduced to an amount that is less than the Total Revolving Outstandings at the time of such reduction (after giving effect to any simultaneous prepayment of Revolving Loans and Swingline Loans in accordance with Section 2.05).

(b) Any reduction of the Aggregate Commitments shall be applied to the Revolving Commitment of each Lender in accordance with its Pro Rat

CREDIT AGREEMENT
Dated as of May 4, 2023
Effective Date: May 19, 2023
among
CASCADE RETAIL HOLDINGS INC. a Delaware corporation, as a Borrower,
CASCADE RETAIL OPERATING COMPANY LLC a Delaware limited liability company, as a Borrower,
THE GUARANTORS PARTY HERETO
THE LENDERS PARTY HERETO
and
CRESCENT HARBOR BANK, N.A. as Administrative Agent and Collateral Agent
________________________________________
CRESCENT HARBOR BANK, N.A. as Sole Lead Arranger and Sole Bookrunner
________________________________________
$300,000,000 Senior Secured Asset-Based Revolving Credit Facility
CUSIP: 14762MAA3
TABLE OF CONTENTS
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This CREDIT AGREEMENT (this "Agreement") is entered into as of May 4, 2023 (the "Agreement Date"), with an Effective Date of May 19, 2023, among CASCADE RETAIL HOLDINGS INC., a Delaware corporation ("CRH"), CASCADE RETAIL OPERATING COMPANY LLC, a Delaware limited liability company ("CROC" and, together with CRH, each a "Borrower" and collectively, the "Borrowers"), the Guarantors party hereto, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and CRESCENT HARBOR BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent") and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").
RECITALS
WHEREAS, the Borrowers have requested that the Lenders provide a senior secured asset-based revolving credit facility in an aggregate principal amount of $300,000,000 (the "Facility");
WHEREAS, the proceeds of the Facility will be used (a) to refinance and repay in full all outstanding obligations under that certain $175,000,000 revolving asset-based credit facility among the Borrowers and Harborview Lending Group, LLC, as lender (the "Existing Credit Facility"), in a payoff amount of $112,450,000, (b) to pay fees, costs, and expenses incurred in connection with the transactions contemplated hereby, (c) for working capital and general corporate purposes, and (d) for such other lawful purposes not prohibited by this Agreement;
WHEREAS, the Guarantors have agreed to guaranty the Obligations and to grant security interests in their assets as more fully described herein and in the other Loan Documents;
WHEREAS, the Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and of the loans and other extensions of credit hereafter to be made by the Lenders to the Borrowers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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 Collateral" means all accounts receivable, inventory, deposit accounts, supporting obligations, chattel paper, instruments, letter-of-credit rights, commercial tort claims, general intangibles (other than Excluded Assets), and all proceeds (including insurance proceeds) and products of any and all of the foregoing, in each case of the Borrowers and the Guarantors, whether now existing or hereafter acquired or arising. The term "ABL Collateral" shall not include (a) real property (except fixtures), (b) equity interests in Foreign Subsidiaries exceeding sixty-five percent (65%) of the voting stock of any such Foreign Subsidiary, or (c) intellectual property registered with the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office ("USCO"); provided that intellectual property described in clause (c) shall be subject to a negative pledge in favor of the Collateral Agent as set forth in Section 7.12.
"Adjusted Term SOFR" means, for any Interest Period, Term SOFR for such Interest Period plus the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall be less than the SOFR Floor, Adjusted Term SOFR shall be deemed to be the SOFR Floor.
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, with principal offices at 780 Park Avenue, 30th Floor, New York, New York 10021, in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent appointed in accordance with Section 10.06.
"Aggregate Commitments" means the aggregate amount of the Revolving Commitments of all Lenders, which as of the Closing Date equals Three Hundred Million Dollars ($300,000,000).
"Agreement" means this Credit Agreement, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder.
"Applicable Rate" means, at any time, with respect to (a) SOFR Loans, three hundred basis points (3.00%) per annum and (b) Base Rate Loans, two hundred basis points (2.00%) per annum.
"Availability" means, at any time of determination, an amount equal to (a) the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base at such time, minus (b) the Total Revolving Outstandings at such time.
"Availability Reserves" means, at any time of determination, such reserves as the Administrative Agent may from time to time establish and revise in its Permitted Discretion, reducing the borrowing availability of the Borrowers under the Borrowing Base, including (without limitation) rent reserves, gift card reserves, dilution reserves, carrier and freight reserves, customer deposit reserves, and other customary reserves established by the Administrative Agent in connection with asset-based lending transactions. As of the Closing Date, Availability Reserves equal Twenty-Three Million Six Hundred Fifty Thousand Dollars ($23,650,000).
"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate for such day plus one-half of one percent (0.50%), (b) the rate of interest per annum last quoted by The Wall Street Journal (or, if The Wall Street Journal ceases to be published, another nationally recognized publication selected by the Administrative Agent) as the "prime rate" in effect on such day (the Administrative Agent's prime rate) and (c) Adjusted Term SOFR for a one-month Interest Period as published on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.00%). Any change in the Base Rate due to a change in the prime rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective as of the opening of business on the day of such change.
"Base Rate Loan" means a Revolving Loan or Swingline Loan that bears interest at a rate based on the Base Rate.
"Benchmark Replacement" has the meaning specified in Section 1.07.
"Borrowers" means, collectively, Cascade Retail Holdings Inc., a Delaware corporation, and Cascade Retail Operating Company LLC, a Delaware limited liability company, and each individually a "Borrower."
"Borrowing" means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01.
"Borrowing Base" means, at any time of determination, an amount equal to the sum of (a) eighty-five percent (85%) of the Eligible Receivables at such time, plus (b) sixty-five percent (65%) of the NOLV of Eligible Inventory at such time, minus (c) Availability Reserves at such time. As of the Closing Date, the Borrowing Base is calculated as follows: (85% x $187,000,000) + (65% x $294,000,000) - $23,650,000 = $158,950,000 + $191,100,000 - $23,650,000 = $326,400,000.
"Borrowing Base Certificate" means a certificate in substantially the form of Exhibit B hereto (or such other form as may be approved by the Administrative Agent), duly executed by an authorized officer of the Borrower Representative and delivered to the Administrative Agent in accordance with Section 6.02(b).
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close; provided that, when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Cash Dominion Event" means (a) the occurrence of any event or condition as a result of which Availability at any time falls below Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000) (being twelve and one-half percent (12.5%) of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base (calculated at the Closing Date as 12.5% x $300,000,000 = $37,500,000)), or (b) the occurrence and continuance of an Event of Default. A Cash Dominion Event shall be deemed to be continuing until such time as the conditions set forth in Section 2.14(c) have been satisfied.
"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from Standard & Poor's or at least P-1 from Moody's; (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.
"Change of Control" means (a) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) shall acquire beneficial ownership, directly or indirectly, of more than thirty-five percent (35%) of the outstanding Equity Interests of CRH having ordinary voting power for the election of directors; (b) during any period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the board of directors of CRH shall at any time be occupied by Persons who were neither (i) nominated by the board of directors of CRH nor (ii) appointed by directors so nominated; (c) CRH shall cease to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of CROC; or (d) CROC shall cease to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of each of Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc.
"Closing Date" means May 19, 2023, the date on which the conditions precedent set forth in Section 4.01 are satisfied or waived in accordance with the terms hereof.
"Collateral" means all ABL Collateral and all other property, assets, and rights of the Loan Parties that are subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties, in each case pursuant to the Security Agreement, the Pledge Agreement, or any other Loan Document.
"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent for the Secured Parties hereunder and under the other Loan Documents, and any successor collateral agent appointed in accordance with the terms hereof.
"Compliance Certificate" means a certificate in substantially the form of Exhibit C hereto, duly executed by the Chief Financial Officer or Treasurer of the Borrower Representative.
"Conforming Changes" has the meaning specified in Section 1.07.
"Consolidated EBITDA" means, for any period of determination, the Consolidated Net Income for such period, plus (without duplication and to the extent deducted in determining Consolidated Net Income for such period) the sum of (a) interest expense (including amortization of original issue discount and non-cash interest), (b) provision for federal, state, local, and foreign income taxes, (c) depreciation expense, (d) amortization expense, (e) non-cash stock-based compensation expense, (f) non-recurring charges, losses, and expenses (including restructuring charges, severance costs, and costs related to the closing or consolidation of facilities) not exceeding $15,000,000 in the aggregate for any trailing four-quarter period, and (g) fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, minus (without duplication and to the extent included in Consolidated Net Income for such period) the sum of (i) non-cash gains and (ii) any extraordinary or non-recurring gains, in each case determined on a consolidated basis for CRH and its Subsidiaries in accordance with GAAP. For the Fiscal Year ended December 31, 2022 (FY2022), Consolidated EBITDA was $148,500,000.
"Consolidated Net Income" means, for any period, the net income (or loss) of CRH and its Subsidiaries on a consolidated basis for such period determined in accordance with GAAP.
"DACA" or "Deposit Account Control Agreement" means each deposit account control agreement entered into among a Loan Party, the depository bank at which such Loan Party maintains a deposit account, and the Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent.
"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
"Default Rate" means, at any time, an interest rate per annum equal to the otherwise applicable interest rate plus two hundred basis points (2.00%).
"Disposition" or "Dispose" means the sale, transfer, license, lease, or other disposition (including any Sale and Leaseback Transaction) of any property by any Person, including any sale, assignment, transfer, or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
"Effective Date" means May 19, 2023, the date on which all conditions precedent set forth in Section 4.01 have been satisfied or waived in accordance with the terms hereof.
"Eligible Inventory" means, at any time, all Inventory of the Borrowers that the Administrative Agent determines in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base as of such time. Without limiting the Administrative Agent's Permitted Discretion, Inventory shall not be Eligible Inventory if such Inventory: (a) is not owned solely by a Borrower free and clear of all Liens other than Permitted Liens; (b) is not located in the continental United States; (c) is obsolete, slow-moving (as determined by the Administrative Agent), damaged, defective, or unfit for sale; (d) has been in transit for more than thirty (30) days; (e) is held on consignment or is consigned inventory; (f) is subject to a negotiated bill of lading; (g) is not insured in accordance with the provisions of this Agreement; (h) consists of packaging and shipping materials, labels, supplies, or similar items; (i) is not subject to a perfected first-priority Lien in favor of the Collateral Agent; (j) is located at a leased location for which a landlord waiver or collateral access agreement satisfactory to the Administrative Agent has not been obtained (to the extent required hereunder); or (k) is otherwise unacceptable to the Administrative Agent in its Permitted Discretion. As of the Closing Date, the NOLV of Eligible Inventory was $294,000,000, as determined by the appraisal conducted by Ridgeline Asset Advisors LLC dated March 31, 2023.
"Eligible Receivables" means, at any time, all accounts receivable of the Borrowers that the Administrative Agent determines in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base as of such time. Without limiting the Administrative Agent's Permitted Discretion, an account receivable shall not be an Eligible Receivable if such account: (a) is not owned solely by a Borrower free and clear of all Liens other than Permitted Liens; (b) has been outstanding for more than sixty (60) days past the original invoice date; (c) is owed by an account debtor for which more than fifty percent (50%) of the aggregate accounts are ineligible under clause (b); (d) is owed by an Affiliate of any Loan Party; (e) is a contra account or subject to any offset, deduction, counterclaim, dispute, or defense; (f) is owed by an account debtor that is organized or has its principal office or assets outside the United States (unless supported by an acceptable letter of credit or covered by credit insurance acceptable to the Administrative Agent), in an aggregate amount exceeding $5,000,000; (g) is owed by an account debtor that is the subject of any bankruptcy or insolvency proceeding; (h) is not subject to a perfected first-priority Lien in favor of the Collateral Agent; (i) is owed by the federal government or any state or local government unless compliant with the Assignment of Claims Act of 1940, as amended, or applicable state or local law equivalent; or (j) is otherwise unacceptable to the Administrative Agent in its Permitted Discretion. As of the Closing Date, Eligible Receivables were $187,000,000, as determined by the field examination conducted by Ridgeline Asset Advisors LLC dated March 31, 2023.
"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices, or binding agreements issued, promulgated, or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release, or threatened release of any Hazardous Material, or to health and safety matters.
"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, and any warrants, options, or other rights entitling the holder thereof to purchase or acquire any such equity ownership interest.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"Event of Default" has the meaning specified in Section 9.01.
"Excluded Assets" means (a) real property (except fixtures), (b) Equity Interests in Foreign Subsidiaries exceeding sixty-five percent (65%) of the voting stock of any such Foreign Subsidiary, and (c) intellectual property registered with the USPTO or the USCO; provided that intellectual property described in clause (c) shall be subject to a negative pledge covenant in favor of the Collateral Agent as set forth in Section 7.12.
"Existing Credit Facility" means that certain $175,000,000 revolving asset-based credit facility pursuant to that certain Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time), among the Borrowers and Harborview Lending Group, LLC, as lender and agent.
"FCCR Trigger Threshold" means the greater of (a) ten percent (10%) of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base and (b) Twenty-Five Million Dollars ($25,000,000). As of the Closing Date, the FCCR Trigger Threshold is $30,000,000 (calculated as 10% x $300,000,000 = $30,000,000, which is greater than $25,000,000).
"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
"Fiscal Year" means the fiscal year of CRH and its Subsidiaries ending on December 31 of each calendar year.
"Fixed Charge Coverage Ratio" or "FCCR" means, for any period of determination, the ratio of (a) Consolidated EBITDA for such period, minus unfinanced capital expenditures for such period, minus cash taxes paid during such period, to (b) Fixed Charges for such period. For the Fiscal Year ended December 31, 2022, the Fixed Charge Coverage Ratio was 1.70 to 1.00 (calculated as $148,500,000 divided by $87,200,000).
"Fixed Charges" means, for any period, the sum (without duplication) of (a) all regularly scheduled payments of principal on funded Indebtedness of CRH and its Subsidiaries during such period (including the principal component of payments made under capital leases), (b) all cash interest expense of CRH and its Subsidiaries paid during such period, (c) all Restricted Payments made in cash during such period, and (d) all capital lease obligations paid during such period, in each case determined on a consolidated basis in accordance with GAAP.
"Foreign Subsidiary" means any Subsidiary of CRH that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia. As of the Closing Date, the Foreign Subsidiaries include Cascade Retail Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a consistent basis, subject to Section 1.03.
"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state 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).
"Guarantors" means, collectively, (a) Cascade Digital Commerce Inc., a Delaware corporation ("CDC"), (b) Cascade Outlet Stores LLC, a Washington limited liability company ("COS"), and (c) Cascade Fulfillment Services Inc., a Delaware corporation ("CFS"), and each other Person that shall have become a Guarantor pursuant to Section 6.12 or otherwise, and each individually a "Guarantor."
"Guaranty" means the Guaranty Agreement dated as of May 4, 2023, made by the Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, or other similar instruments; (b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds, and similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person; (e) all Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations; and (f) all Guaranty Obligations of such Person in respect of any of the foregoing.
"Interest Period" means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one (1), three (3), or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower Representative in its Notice of Borrowing or Notice of Conversion/Continuation; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity Date.
"LC Issuer" means Crescent Harbor Bank, N.A. in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
"LC Sublimit" means Forty Million Dollars ($40,000,000). The LC Sublimit is part of, and not in addition to, the Aggregate Commitments.
"Lenders" means the financial institutions listed on Schedule 1.01 hereto and any other Person that shall have become a party hereto as a Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. As of the Closing Date, the Lenders and their respective Commitments are as follows:
(a) Crescent Harbor Bank, N.A. — $135,000,000 (representing 45.000% of the Aggregate Commitments);
(b) Northgate Capital Bank — $90,000,000 (representing 30.000% of the Aggregate Commitments); and
(c) Bridgevale Financial Corporation — $75,000,000 (representing 25.000% of the Aggregate Commitments).
"Letter of Credit" means any letter of credit issued hereunder, and shall include the existing letters of credit, if any.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
"Loan Documents" means this Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, the Notes, the Deposit Account Control Agreements, the Perfection Certificate, the Borrowing Base Certificates, and each other agreement, instrument, document, or certificate identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements, and all other written matter whether heretofore, now, or hereafter executed by or on behalf of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with the Agreement or the transactions contemplated thereby.
"Loan Parties" means, collectively, the Borrowers and the Guarantors (i.e., CRH, CROC, CDC, COS, and CFS), and each individually a "Loan Party."
"Material Adverse Effect" means a material adverse change in, or a material adverse effect on, (a) the business, assets, operations, or financial condition of CRH and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under any Loan Document, (c) the Collateral or the Liens of the Collateral Agent on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Collateral Agent, or the Lenders under the Loan Documents.
"Maturity Date" means May 19, 2028; provided that if such day is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
"NOLV" means the net orderly liquidation value of Eligible Inventory, expressed as a percentage of the cost of such Eligible Inventory, as determined by the most recent inventory appraisal conducted by Ridgeline Asset Advisors LLC (or such other nationally recognized inventory appraisal firm as may be acceptable to the Administrative Agent in its Permitted Discretion) in accordance with Section 6.10.
"Notes" means, collectively, the Revolving Loan Notes and the Swingline Note.
"Obligations" means all advances to, and debts, liabilities, obligations, covenants, and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest, fees, charges, expenses, and indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, charges, expenses, and indemnities are allowed claims in such proceeding.
"Permitted Discretion" means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.
"Permitted Liens" has the meaning specified in Section 7.01.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.
"Pledge Agreement" means the Pledge Agreement dated as of May 4, 2023, made by CRH and CROC in favor of the Collateral Agent for the benefit of the Secured Parties, pursuant to which (a) CRH pledges one hundred percent (100%) of the Equity Interests of CROC and (b) CROC pledges one hundred percent (100%) of the Equity Interests of each of CDC, COS, and CFS and sixty-five percent (65%) of the voting Equity Interests of Cascade Retail Canada ULC, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Pro Rata Share" means, with respect to each Lender at any time, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender's Commitment at such time and the denominator of which is the Aggregate Commitments at such time, as set forth on Schedule 1.01.
"Required Lenders" means, as of any date of determination, Lenders having Revolving Commitments representing more than fifty percent (50%) of the Aggregate Commitments; provided that the Revolving Commitment of, and the portion of the Total Revolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
"Restricted Payment" means any dividend or other distribution (whether in cash, securities, or other property) with respect to any Equity Interests in CRH or any Subsidiary, or any payment (whether in cash, securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation, or termination of any such Equity Interests, or on account of any return of capital to CRH's stockholders, partners, or members (or the equivalent Person thereof).
"Restricted Payment Availability Threshold" means fifteen percent (15%) of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base. As of the Closing Date, the Restricted Payment Availability Threshold is $45,000,000 (calculated as 15% x $300,000,000).
"Revolving Commitment" means, as to each Lender, its obligation to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1.01 under the caption "Revolving Commitment," as such amount may be adjusted from time to time in accordance with this Agreement.
"Revolving Loan" means an advance made by a Lender to the Borrowers pursuant to Section 2.01.
"Revolving Loan Note" means a promissory note made by the Borrowers in favor of a Lender evidencing Revolving Loans made by such Lender, in substantially the form of Exhibit A hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuer, the Swingline Lender, and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Article X.
"Security Agreement" means the Security Agreement dated as of May 4, 2023, among the Loan Parties and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"SOFR" means a rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
"SOFR Adjustment" means (a) for an Interest Period of one (1) month, ten basis points (0.10%) and (b) for an Interest Period of three (3) months, fifteen basis points (0.15%).
"SOFR Floor" means a rate of interest per annum equal to zero percent (0.00%).
"SOFR Loan" means a Revolving Loan that bears interest at a rate based on Adjusted Term SOFR.
"Solvent" means, when used with respect to any Person, that as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise," as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.
"Subsidiary" means, as to any Person, a corporation, partnership, limited liability company, or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
"Swingline Lender" means Crescent Harbor Bank, N.A. in its capacity as provider of Swingline Loans, or any successor swingline lender.
"Swingline Loan" means any loan made by the Swingline Lender to the Borrowers pursuant to Section 2.04.
"Swingline Note" means a promissory note made by the Borrowers in favor of the Swingline Lender evidencing Swingline Loans, in substantially the form of Exhibit G hereto.
"Swingline Sublimit" means Twenty-Five Million Dollars ($25,000,000). The Swingline Sublimit is part of, and not in addition to, the Aggregate Commitments.
"Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body for the applicable corresponding tenor, and that is published by CME Group Benchmark Administration Limited (or a successor administrator of such rate as selected by the Administrative Agent in its reasonable discretion), subject to the SOFR Floor.
"Total Revolving Outstandings" means, at any time, the aggregate outstanding principal amount of all Revolving Loans, all Swingline Loans, and all LC Obligations at such time.
"Type" means, with respect to a Revolving Loan, its character as a Base Rate Loan or a SOFR Loan.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other jurisdiction govern the perfection or the effect of perfection or non-perfection of any Lien granted hereunder or under any other Loan Document, the Uniform Commercial Code as in effect from time to time in such other jurisdiction.
Section 1.02 — Other Interpretive Provisions
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document (including this Agreement) shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "hereto," "herein," "hereof," and "hereunder," and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding"; and the word "through" means "to and including."
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
Section 1.03 — Accounting Terms
(a) 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 that used in preparing the audited financial statements of CRH for the Fiscal Year ended December 31, 2022 delivered pursuant to Section 4.01, except as otherwise specifically prescribed herein.
(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either CRH or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
(c) The Fiscal Year of CRH and its Subsidiaries ends on December 31 of each calendar year.
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 (with a rounding-up if there is no nearest number) to the number of decimal places expressed herein. All financial ratios shall be rounded to two (2) decimal places.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight saving or standard, as applicable).
Section 1.06 — 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. All Letter of Credit amounts shall be expressed in United States Dollars.
Section 1.07 — SOFR-Related Provisions
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in connection with such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders and (y) if a Benchmark Replacement is not determined in connection with such Benchmark Replacement Date, Borrowings will bear interest at the Base Rate until such time as a Benchmark Replacement is determined.
(b) Conforming Changes. In connection with the use, administration, adoption, or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. "Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Base Rate," the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, by any Lender (or group of Lenders) pursuant to this Section 1.07, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.07.
ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01 — Revolving Commitments
(a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrowers from time to time, on any Business Day during the period from the Effective Date until the Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Revolving Commitment; provided that after giving effect to any Borrowing, (i) the Total Revolving Outstandings shall not exceed the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base and (ii) the aggregate outstanding amount of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the outstanding amount of all LC Obligations, plus such Lender's Pro Rata Share of the outstanding amount of all Swingline Loans, shall not exceed such Lender's Revolving Commitment. Within the limits of each Lender's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or SOFR Loans, as further provided herein.
(b) The Revolving Commitments of the Lenders as of the Closing Date are as set forth on Schedule 1.01 and are as follows:
Section 2.02 — Borrowings, Conversions and Continuations
(a) Each Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon the Borrower Representative's irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Notice of Borrowing or Notice of Conversion/Continuation, as applicable. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (Eastern Time) (A) three (3) Business Days prior to the requested date of any Borrowing of, conversion to, or continuation of SOFR Loans, or (B) on the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing or Notice of Conversion/Continuation, as applicable. Each Borrowing of, conversion to, or continuation of SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.
(b) Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of such Borrowing, and if no timely notice of a conversion or continuation is provided, then SOFR Loans shall be converted to Base Rate Loans on the last day of the then-current Interest Period. The Administrative Agent shall promptly notify the Borrower Representative and the Lenders of the applicable interest rate determined pursuant to Section 2.08.
(c) The Borrowers may elect Interest Periods for SOFR Loans of one (1), three (3), or six (6) months; provided that (i) if the Interest Period for a SOFR Loan would end on a day that is not a Business Day, such Interest Period shall be adjusted as provided in the definition of "Interest Period" and (ii) no Interest Period shall extend beyond the Maturity Date.
(d) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of SOFR Loans, there shall not be more than ten (10) SOFR Loans outstanding at any time.
Section 2.03 — Letters of Credit
(a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the LC Issuer to issue Letters of Credit for the account of the Borrowers, in a form reasonably acceptable to the LC Issuer, at any time and from time to time during the period from the Effective Date until the date that is thirty (30) days prior to the Maturity Date. The LC Issuer shall have no obligation to issue any Letter of Credit if (i) after giving effect to such issuance, the aggregate amount of all outstanding Letters of Credit would exceed the LC Sublimit of $40,000,000, (ii) after giving effect to such issuance, the Total Revolving Outstandings would exceed the lesser of the Aggregate Commitments and the Borrowing Base, or (iii) any Lender is a Defaulting Lender, unless the LC Issuer has entered into arrangements satisfactory to it with the Borrowers or such Defaulting Lender to eliminate the LC Issuer's actual or potential Fronting Exposure.
(b) Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal, or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver to the LC Issuer and the Administrative Agent, at least five (5) Business Days in advance of the requested date of issuance (or three (3) Business Days in advance in the case of an amendment, renewal, or extension), a written notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, or extended, and specifying the date of issuance, amendment, renewal, or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew, or extend such Letter of Credit.
(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.
(d) Participation by Lenders. By the issuance of a Letter of Credit and without any further action on the part of the LC Issuer or the Lenders, the LC Issuer hereby grants to each Lender, and each Lender hereby acquires from the LC Issuer, a participation in each Letter of Credit equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit.
(e) Reimbursement. If the LC Issuer makes any payment under any Letter of Credit, the Borrowers shall reimburse the LC Issuer on the date of such payment by paying to the Administrative Agent an amount equal to such payment. If the Borrowers fail to make such reimbursement payment on such date, the Administrative Agent shall notify each Lender of the unreimbursed amount and each Lender shall fund its participation in the amount of such unreimbursed drawing by paying to the Administrative Agent its Pro Rata Share thereof.
(f) LC Fee. The Borrowers shall pay to the Administrative Agent, for the ratable account of the Lenders, a Letter of Credit fee (the "LC Fee") at a per annum rate equal to three hundred basis points (3.00%) on the daily average amount available to be drawn under each outstanding Letter of Credit, payable quarterly in arrears on the last Business Day of each calendar quarter and on the Maturity Date.
(g) LC Fronting Fee. The Borrowers shall pay directly to the LC Issuer, for its own account, an LC fronting fee (the "LC Fronting Fee") at a per annum rate equal to twelve and one-half basis points (0.125%) on the daily average amount available to be drawn under each outstanding Letter of Credit issued by the LC Issuer, payable quarterly in arrears on the last Business Day of each calendar quarter and on the Maturity Date.
(h) Documentary and Processing Charges. In addition to the foregoing fees, the Borrowers shall pay directly to the LC Issuer the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges of the LC Issuer relating to letters of credit, as from time to time in effect.
Section 2.04 — Swingline Loans
(a) General. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time, on any Business Day during the period from the Effective Date until the date that is ten (10) Business Days prior to the Maturity Date, in an aggregate amount at any time outstanding not to exceed the Swingline Sublimit of $25,000,000; provided that after giving effect to any Swingline Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base and (ii) the aggregate outstanding amount of all Swingline Loans shall not exceed the Swingline Sublimit.
(b) Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower Representative's irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. (Eastern Time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 and (ii) the requested borrowing date, which shall be a Business Day. Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Rate for Base Rate Loans.
(c) Refunding of Swingline Loans. The Swingline Lender at any time may request, on behalf of the Borrowers (which hereby irrevocably authorizes the Swingline Lender to so request), that each Lender make a Revolving Loan in an amount equal to such Lender's Pro Rata Share of the outstanding Swingline Loans. Such request shall be made in writing and in accordance with the requirements of Section 2.02, without regard to the minimum principal amount for a Borrowing set forth therein, but subject to the conditions set forth in Section 4.02.
(d) Participation by Lenders. If any Revolving Loan is not made in accordance with Section 2.04(c) for any reason, each Lender shall be deemed to have purchased a participation from the Swingline Lender in such Swingline Loan in an amount equal to such Lender's Pro Rata Share of such Swingline Loan.
Section 2.05 — Prepayments
(a) Optional Prepayments. The Borrowers may, upon notice to the Administrative Agent (which notice may be revocable), at any time or from time to time voluntarily prepay Revolving Loans and Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (Eastern Time) (A) three (3) Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans and Swingline Loans, (ii) any prepayment of SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such prepayment shall be applied first to Swingline Loans and second to Revolving Loans. Prepayments of SOFR Loans made on a day other than the last day of an Interest Period for such Loans shall be subject to the payment of breakage costs pursuant to Section 3.05.
(b) Mandatory Prepayments. If at any time the Total Revolving Outstandings exceed the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base (any such excess, an "Overadvance"), the Borrowers shall immediately prepay Revolving Loans and Swingline Loans (or, if after giving effect to such prepayment there exists an Overadvance, cash collateralize outstanding Letters of Credit) in an aggregate amount equal to such Overadvance. Such mandatory prepayments shall be applied first to Swingline Loans, second to Revolving Loans, and third to cash collateralize the LC Obligations. For the avoidance of doubt, any mandatory prepayment of SOFR Loans shall be subject to payment of breakage costs pursuant to Section 3.05.
Section 2.06 — Termination or Reduction of Commitments
(a) The Borrowers may, upon at least three (3) Business Days' prior irrevocable written notice to the Administrative Agent, terminate the Aggregate Commitments or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (ii) the Aggregate Commitments shall not be reduced to an amount that is less than the Total Revolving Outstandings at the time of such reduction (after giving effect to any simultaneous prepayment of Revolving Loans and Swingline Loans in accordance with Section 2.05).
(b) Any reduction of the Aggregate Commitments shall be applied to the Revolving Commitment of each Lender in accordance with its Pro Rat

CREDIT AGREEMENT

THE GUARANTORS PARTY HERETO

THE LENDERS PARTY HERETO

CUSIP: 14762MAA3

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