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[●], 2025

CREDIT AGREEMENT

$750,000,000 Senior Secured Term Loan B Facility

by and among

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

the LENDERS from time to time party hereto,

CORNERSTONE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent,

and

CALUVORI CAPITAL PARTNERS, INC., as Co-Lead Arranger and Bookrunner

Reference: Commitment Letter CL-2025-0515-CRNB dated May 15, 2025

DRAFT — Subject to ongoing negotiation. Privileged and Confidential. Prepared by Calderwood & Harkness LLP.

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CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of [●], 2025, is entered into by and among CASCADE RETAIL HOLDINGS INC., a Delaware corporation (“Borrower”), the Lenders from time to time party hereto, CORNERSTONE NATIONAL BANK, N.A., as Administrative Agent and as Collateral Agent, and CALUVORI CAPITAL PARTNERS, INC., as Co-Lead Arranger and Bookrunner.

The Borrower has requested that the Lenders make available to it a senior secured term loan B facility in an aggregate principal amount of $750,000,000 on the terms and subject to the conditions set forth herein. The proceeds of such facility will be used in connection with the acquisition by the Borrower of 100% of the issued and outstanding capital stock of NovaMart Global Inc., the repayment of existing indebtedness of the Target, the payment of fees and expenses incurred in connection with the Transactions, and related purposes expressly permitted hereby.

The Administrative Agent, the Collateral Agent and the Lenders are willing to extend such credit on the terms and subject to the conditions set forth in this Agreement and the other Loan Documents.

Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01 Defined Terms.

As used in this Agreement, the following terms have the meanings specified below:

“Acquisition” means the acquisition by Cascade Retail Holdings Inc. of 100% of the issued and outstanding capital stock of NovaMart Global Inc. pursuant to that certain Stock Purchase Agreement dated as of May 20, 2025 (the “Acquisition Agreement”), among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein.

“Acquisition Agreement” means the Stock Purchase Agreement dated May 20, 2025, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms of this Agreement.

“Administrative Agent” means Cornerstone National Bank, N.A., having an office at 227 West Monroe Street, Chicago, Illinois 60606, in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent appointed pursuant to Article VIII.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Applicable Margin” means, with respect to the Term Loans, 2.75% per annum.

“Approved Fund” means, with respect to any Lender, any fund or investment vehicle that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit C or such other form approved by the Administrative Agent.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date.

“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to Section 1.07.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) Term SOFR plus the related Benchmark Replacement Adjustment;

(b) Daily Simple SOFR plus the related Benchmark Replacement Adjustment; and

(c) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention for U.S. dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment or method for calculating or determining such spread adjustment, which spread adjustment shall be selected by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes, including changes to the definition of “Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment notices, conversion or continuation notices, and other administrative matters that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit its administration in a manner substantially consistent with market practice.

“Benchmark Replacement Date” means the earliest to occur of the events specified in Section 1.07.

“Benchmark Transition Event” means the occurrence of one or more of the events specified in Section 1.07 that would trigger a replacement of the then-current Benchmark.

“Borrower” means Cascade Retail Holdings Inc., a Delaware corporation, whose common stock is listed on Nasdaq under the symbol CRHI, with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, and having Employer Identification Number 91-2847653.

“Borrowing Request” means a written request by the Borrower for a Borrowing in substantially the form of Exhibit A.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Chicago, Illinois are authorized or required by law to close and, if such day relates to any determination, funding, payment or rate setting in respect of Term SOFR, any day that U.S. Government Securities Business Day conventions require for such determination, funding, payment or rate setting.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights in or other equivalents of such Person’s equity, including common stock, preferred stock, partnership interests, limited liability company interests and any rights, warrants or options exchangeable for or convertible into any of the foregoing.

“Cash on Hand Contribution” means the cash contribution by the Borrower from its balance sheet cash in an amount equal to $250,000,000 to fund a portion of the Acquisition and related uses contemplated by the funds flow on the Closing Date.

“Change of Control” means the occurrence of any of the following:

(a) any Person or group of Persons (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than one or more Permitted Holders, acquires beneficial ownership, directly or indirectly, of more than 35% of the voting equity interests of the Borrower;

(b) after giving effect to the Acquisition, the Borrower shall cease to own, directly or indirectly, 100% of the equity interests of NovaMart Global Inc., except as otherwise expressly permitted under this Agreement; or

(c) during any period of twelve consecutive months, a majority of the members of the board of directors of the Borrower cease to be Continuing Directors.

“Closing Date” means the date on which all conditions precedent set forth in Article IV have been satisfied or waived in accordance with this Agreement and the initial Term Loans are funded, which date is currently anticipated to be October 15, 2025.

“Co-Lead Arranger” means Caluvori Capital Partners, Inc., having an office at 350 California Street, Suite 1800, San Francisco, California 94104, in its capacity as co-lead arranger and bookrunner in connection with the Facility.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all of the property and assets in which a Lien is granted or purported to be granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement or any other Loan Document.

“Collateral Agent” means Cornerstone National Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Loan Documents, and any successor collateral agent appointed pursuant to Article VIII.

“Commitment” means, as to any Lender, such Lender’s Term Loan Commitment, and “Commitments” means the aggregate of all such Term Loan Commitments, which on the Closing Date shall equal $750,000,000.

“Commitment Letter” means that certain commitment letter dated May 15, 2025, Reference CL-2025-0515-CRNB, among the Borrower, Cornerstone National Bank, N.A., and Caluvori Capital Partners, Inc., together with all fee letters and exhibits delivered in connection therewith.

“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus, without duplication, to the extent deducted in determining such Consolidated Net Income, interest expense, income tax expense, depreciation and amortization, and customary add-backs for stock-based compensation, Transaction Costs, restructuring and integration charges subject to a cap to be agreed, other non-cash charges, losses or expenses, minus, without duplication, non-cash gains and income items included in Consolidated Net Income for such period; provided that Consolidated EBITDA for the Borrower’s fiscal year ended December 31, 2024 shall be deemed to be $1,830,000,000 for purposes of reference and pro forma calculations contemplated by this Agreement.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom extraordinary gains and losses, non-recurring gains and losses to the extent customary for facilities of this type, and such other exclusions as are otherwise expressly set forth in this Agreement.

“Consolidated Total Assets” means, as of any date of determination, the total assets of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Debt” means, as of any date of determination, all Indebtedness of the Borrower and its Subsidiaries of the type described in clauses (a), (b), (c), (d), (e), (f) and (j) of the definition of Indebtedness, determined on a consolidated basis in accordance with GAAP, but excluding undrawn letters of credit except to the extent drawn and unreimbursed.

“Continuing Director” means, as of any date of determination, any member of the board of directors of the Borrower who (a) was a member of such board on the Closing Date or (b) was nominated for election or elected to such board with the approval of a majority of the Continuing Directors then in office.

“Daily Simple SOFR” means, for any day, SOFR for such day, with the conventions for such rate and any spread adjustment selected by the Administrative Agent in accordance with then-prevailing market practice.

“Default” means any event, act or condition which, with the giving of notice, the lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of its Loans required to be funded by it hereunder within two Business Days of the date required to be funded, unless such failure is the subject of a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations hereunder, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has become the subject of a bankruptcy or insolvency proceeding or a Bail-In Action.

“Disposition” means any sale, transfer, lease, license, conveyance, exchange or other disposition of any property or asset, including any sale and leaseback, casualty event or condemnation, and any issuance or sale of Capital Stock of any Subsidiary, in each case whether in a single transaction or a series of related transactions.

“Dollar” and “$” mean lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Environmental Laws” means all applicable federal, state, local and foreign laws, statutes, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, protection of human health and safety (to the extent relating to exposure to hazardous materials), the environment, natural resources or the use, generation, handling, treatment, storage, transportation, release or disposal of Hazardous Materials.

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

“ERISA Event” means (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Pension Plan, (b) the failure to satisfy the minimum funding standard under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA, (c) the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate a Pension Plan, (e) the complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, or (f) any event or condition that could reasonably be expected to result in the imposition of material liability on any Loan Party or ERISA Affiliate under Title IV of ERISA.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means, for any fiscal year, an amount equal to Consolidated EBITDA for such fiscal year minus, without duplication, the sum of (a) capital expenditures paid in cash during such fiscal year, (b) cash taxes paid during such fiscal year, (c) scheduled principal payments on Indebtedness paid in cash during such fiscal year, (d) increases in working capital during such fiscal year, and (e) such other customary deductions and adjustments as are consistent with the definition of excess cash flow in comparable credit facilities; provided that decreases in working capital and other customary positive adjustments shall be added back to the extent consistent with market practice.

“Existing Credit Facility” means the existing revolving credit facility of the Borrower in the maximum principal amount of $500,000,000 with Cornerstone National Bank, N.A. as administrative agent, as amended, restated, supplemented or otherwise modified from time to time to the extent permitted hereunder.

“Existing Target Credit Facility” means the existing revolving credit facility of NovaMart Global Inc. with Ashford Savings Bank, N.A., in an original principal amount of $150,000,000.

“Facility” means the senior secured term loan B facility established pursuant to this Agreement in an aggregate original principal amount of $750,000,000.

“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations promulgated thereunder, official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement implementing the foregoing.

“Fiscal Quarter” means any fiscal quarter of a Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries, which shall end on December 31 of each calendar year.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether state, provincial, territorial 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.

“Guarantee and Collateral Agreement” means that certain Guarantee and Collateral Agreement to be entered into on the Closing Date by the Borrower, the Target and each Subsidiary Guarantor 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.

“Guarantors” means the Borrower, to the extent it guarantees the obligations of any other Loan Party, NovaMart Global Inc., and each direct and indirect Domestic Subsidiary of the Borrower or the Target that is required to guaranty the Obligations pursuant to this Agreement, in each case from and after the Closing Date.

“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 Environmental Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, for any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, (c) all obligations in respect of reimbursement obligations under letters of credit, bankers’ acceptances or similar facilities, (d) all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all obligations under capital leases and purchase money obligations, (f) all indebtedness of others secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed, (g) all net obligations under any Hedging Agreement, (h) all obligations under conditional sale or title retention arrangements, (i) all preferred equity required to be redeemed, and (j) all guarantees of any of the foregoing.

“Interest Payment Date” means the last Business Day of each March, June, September and December, commencing with the first such date occurring after the Closing Date, and the Maturity Date.

“Interest Period” means, with respect to any Borrowing of Term Loans bearing interest by reference to Term SOFR, the period commencing on the date of such Borrowing or continuation and ending one, three or six months thereafter, as selected by the Borrower in the applicable Borrowing Request; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately 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 applicable calendar month; and

“Lender” means each financial institution listed on Schedule 1.01(a) and each other Person that becomes a party hereto as a lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge or other security interest of any kind, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing.

“Loan Documents” means this Agreement, the Guarantee and Collateral Agreement, each Note, each Assignment and Assumption, each Joinder Agreement, each fee letter and each other certificate, document or instrument executed and delivered by a Loan Party in connection herewith or therewith.

“Loan Parties” means the Borrower and each Guarantor.

“Loans” means the Term Loans made by the Lenders pursuant to Section 2.01.

“Material Adverse Effect” means, with respect to the Borrower and its Subsidiaries (including, after the Closing Date, the Target and its Subsidiaries), taken as a whole, any event, change, effect or condition that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, or (b) the ability of the Loan Parties, taken as a whole, to perform their payment or other material obligations under the Loan Documents.

“Maturity Date” means the date that is seven years after the Closing Date.

“Multiemployer Plan” means a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means:

(a) with respect to any Disposition, the aggregate cash proceeds received by any Loan Party or Subsidiary in respect thereof, including cash payments received by way of deferred payment obligations when received, net of (i) reasonable and customary transaction costs, fees and expenses, (ii) taxes paid or reasonably estimated to be payable in connection therewith, (iii) amounts required to be applied to repay Indebtedness secured by a Lien on the applicable asset and having priority over the Lien of the Collateral Agent, and (iv) reserves for indemnification, purchase price adjustments and other liabilities retained by the Borrower in accordance with GAAP and customary market practice;

(b) with respect to any issuance or incurrence of Indebtedness, the aggregate cash proceeds received therefrom, net of reasonable and customary transaction costs, fees and expenses; and

(c) with respect to any casualty or condemnation event, the aggregate cash proceeds, insurance proceeds or condemnation awards received in respect thereof, net of reasonable and customary costs, fees and expenses incurred in connection with the collection thereof and net of taxes paid or reasonably estimated to be payable in connection therewith.

“NovaMart” and “Target” each mean NovaMart Global Inc., a Delaware corporation, having Employer Identification Number 84-3291547 and headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

“OID” means the original issue discount applicable to the Term Loans in an amount equal to 1.50% of the aggregate principal amount thereof, or $11,250,000 based on a $750,000,000 aggregate Term Loan Commitment.

“Other Connection Taxes” means, with respect to any Recipient, taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such tax, other than a connection arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“PATRIOT Act” means the USA PATRIOT Act.

“PBGC” means the Pension Benefit Guaranty Corporation and any successor entity.

“Pension Plan” means any employee pension benefit plan, other than a Multiemployer Plan, that is subject to the provisions of Title IV of ERISA or Sections 412 or 430 of the Code and is maintained for current or former employees of any Loan Party or ERISA Affiliate.

“Permitted Acquisition” means any acquisition by the Borrower or any Restricted Subsidiary, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or all of the Capital Stock of, any Person or division or line of business of any Person, so long as (a) no Default or Event of Default exists or would result therefrom, (b) the acquired Person or assets are in a business permitted by Section 6.10, (c) if the acquisition is of Capital Stock, such Capital Stock is acquired by a Loan Party and the acquired Domestic Subsidiary becomes a Guarantor and grants liens as required by Section 5.08, and (d) the Borrower demonstrates pro forma compliance with the financial covenant to the extent then applicable.

“Permitted Holders” means the Borrower and its wholly owned Subsidiaries and such other holders as may be agreed by the Administrative Agent and the Borrower.

“Permitted Indebtedness” means the Indebtedness described in Section 6.01.

“Permitted Liens” means the Liens described in Section 6.02.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or any other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, maintained for employees of any Loan Party or ERISA Affiliate.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Administrative Agent as its prime commercial lending rate.

“Pro Forma Basis” means, with respect to any determination of compliance with any covenant or ratio, that such determination shall be made after giving effect to the Acquisition, the Transactions and any other acquisition, investment, disposition, incurrence or repayment of Indebtedness, or other event subject to pro forma treatment under this Agreement, as if the same had occurred on the first day of the applicable period of four consecutive fiscal quarters.

“QFC” has the meaning assigned to such term in Section 9.15.

“Recipient” means the Administrative Agent, any Lender and any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“Register” has the meaning assigned to such term in Section 9.04(b).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having more than 50% of the aggregate outstanding principal amount of the Term Loans at such time.

“Responsible Officer” means, with respect to any Person, the chief executive officer, president, chief financial officer, treasurer or general counsel of such Person, and, with respect to the Borrower as of the date hereof, includes Margaret “Meg” Alderton, in her capacity as Chief Executive Officer, Rajiv Sundaram, in his capacity as Chief Financial Officer, and Elena Vasquez-Bright, in her capacity as General Counsel, and any other officer performing similar functions.

“Restricted Payment” means any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any Subsidiary, or any purchase, redemption, retirement, defeasance or other acquisition for value of any such Capital Stock, or any return of capital to stockholders, members or partners, as applicable.

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary, if any. Unless otherwise designated in accordance with this Agreement, all Subsidiaries of the Borrower shall be Restricted Subsidiaries.

“Revolver Draw” means the draw in an aggregate principal amount of $200,000,000 under the Existing Credit Facility to be made on the Closing Date.

“Sanctioned Person” means any Person that is the subject or target of any sanctions administered or enforced by the United States government, including OFAC, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority.

“Secured Overnight Financing Rate” and “SOFR” mean, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as administrator of the benchmark, or a successor administrator.

“Secured Parties” means the Administrative Agent, the Collateral Agent, the Lenders and each of their respective successors and assigns.

“SOFR Floor” means [0.00]% per annum; provided that the parties acknowledge that a floor of 0.50% per annum remains subject to ongoing negotiation prior to execution of this Agreement.

“Solvent” means, as of any date of determination, with respect to any Person, that on such date (a) the fair value of the property of such Person exceeds the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount required to pay the probable liabilities of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which its property would constitute an unreasonably small capital.

“Specified Acquisition Agreement Representations” means such of the representations and warranties made by or with respect to the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable acquisition subsidiary) has the right to terminate its obligations to consummate the Acquisition or decline to consummate the Acquisition as a result of a breach of such representations and warranties under the Acquisition Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which more than 50% of the total voting power of Capital Stock or other ownership interests entitled to vote in the election of directors, managers or trustees is at the time owned or controlled, directly or indirectly, by such Person or by one or more of the other Subsidiaries of such Person or a combination thereof.

“Subsidiary Guarantor” means each Guarantor other than the Borrower.

“Supported QFC” has the meaning assigned to such term in Section 9.15.

“Target’s Fulfillment Centers” means the fourteen fulfillment center facilities operated by the Target across the following states: California (three facilities), New Jersey (two facilities), Georgia (two facilities), Ohio (one facility), Illinois (one facility), Pennsylvania (one facility), Tennessee (one facility), Florida (two facilities), and Washington (one facility).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make a Term Loan on the Closing Date in the amount set forth opposite such Lender’s name on Schedule 1.01(a), as such commitment may be reduced or terminated pursuant to this Agreement. The aggregate Term Loan Commitment on the Closing Date shall be $750,000,000.

“Term Loans” means the term loans made by the Lenders to the Borrower pursuant to Section 2.01.

“Term SOFR” means, for the applicable Interest Period, the forward-looking term rate based on SOFR that has been selected or recommended by the relevant governmental body or, if no such term rate is available, such rate as determined by the Administrative Agent in accordance with Section 1.07.

“Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered or were required to have been delivered pursuant to Section 5.01.

“Transactions” means, collectively, (a) the Acquisition, (b) the funding of the Term Loans, (c) the Revolver Draw, (d) the Cash on Hand Contribution, (e) the repayment and termination of the Existing Target Credit Facility with Ashford Savings Bank, N.A., (f) the entry into the Guarantee and Collateral Agreement, and (g) the payment of all related Transaction Costs.

“Transaction Costs” means fees, commissions, costs and expenses incurred in connection with the Transactions, estimated as of the Closing Date to be approximately $47,300,000, including legal fees of Calderwood & Harkness LLP of approximately $8,200,000, advisory fees payable to Hargrove Mead & Co. of $14,400,000, accounting fees payable to Whitmore & Paige LLP of approximately $3,100,000, HSR filing fee of $2,390,000, representations and warranties insurance premium of $5,400,000, financing fees including the OID of $11,250,000, D&O tail premium of $1,800,000, and miscellaneous expenses of approximately $760,000.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context requires, any other applicable jurisdiction.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unrestricted Subsidiary” means any Subsidiary designated as such by the Borrower with the consent of the Administrative Agent, so long as such Subsidiary is not a Guarantor and no Default or Event of Default would result therefrom.

“U.S. Tax Compliance Certificate” means a certificate in such form as may be prescribed by the Administrative Agent from time to time for purposes of establishing an exemption from or reduction in withholding Tax.

“Wholly Owned” means, with respect to any Subsidiary, that all of the Capital Stock of such Subsidiary, other than directors’ qualifying shares or other de minimis interests required by applicable law, is owned by the Borrower and/or one or more Wholly Owned Subsidiaries.

Section 1.02 Other Interpretive Provisions.

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

(a) the meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms;

(b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(d) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e) unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified, supplemented, restated, renewed, extended, replaced or refinanced to the extent permitted hereby;

(f) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted hereby;

(g) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall refer to such Loan Document as a whole and not to any particular provision thereof;

(h) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement;

(i) 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; and

(j) the term “or” is not exclusive.

Section 1.03 Accounting Terms and Determinations.

Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP as in effect on the Closing Date. For purposes of this Agreement, GAAP shall be “frozen” as of the Closing Date, and any change in GAAP after the Closing Date that would affect the computation of any financial covenant, ratio, basket, test or other accounting-based provision hereof shall be disregarded for purposes of this Agreement until the Borrower and the Administrative Agent shall negotiate in good faith to amend such affected provisions to preserve the original intent thereof; provided that, until any such amendment becomes effective, the Borrower shall provide to the Administrative Agent, upon request, a reconciliation between calculations made before and after giving effect to such change in GAAP.

Section 1.04 Rounding.

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

Section 1.05 References to Agreements, Laws, Etc.

Any reference to any agreement, instrument, law, regulation, statute, rule or order shall include such agreement, instrument, law, regulation, statute, rule or order as amended, restated, supplemented or otherwise modified from time to time and shall include any successor statute, rule or regulation and any rules and regulations promulgated thereunder, in each case to the extent not prohibited by this Agreement.

Section 1.06 Times of Day.

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

Section 1.07 SOFR Provisions.

If the Administrative Agent determines that a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.

The Administrative Agent will promptly notify the Borrower and the Lenders of (a) the occurrence of any Benchmark Transition Event, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes and (d) the commencement or removal of any Benchmark Unavailability Period. Any Benchmark Replacement Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

The parties intend that the benchmark replacement mechanics set forth herein be interpreted in a manner consistent with then-prevailing market standards for U.S. dollar syndicated credit facilities and, to the extent reasonably practicable, with ARRC-recommended fallback language.

ARTICLE II

THE TERM LOAN FACILITY

Section 2.01 Term Loan Commitments.

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

The Term Loans shall be funded in a single drawing on the Closing Date. Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Immediately upon the funding of the Term Loans on the Closing Date, the Term Loan Commitments shall terminate in full.

Section 2.02 Borrowing Procedures.

The Borrower shall deliver to the Administrative Agent an irrevocable Borrowing Request not later than 11:00 a.m. three Business Days prior to the Closing Date. Each Borrowing Request shall specify:

(a) the aggregate principal amount of the requested Borrowing, which shall be $750,000,000 on the Closing Date;

(b) the requested funding date, which shall be the Closing Date;

(d) the account of the Borrower to which the proceeds of such Borrowing are to be disbursed, which shall be the Cascade Retail Holdings Inc. account at Cornerstone National Bank, N.A. designated on Schedule 2.02.

Promptly following receipt of the Borrowing Request, the Administrative Agent shall notify each Lender of the amount of its pro rata share of the requested Borrowing. Each Lender shall make available to the Administrative Agent, in immediately available funds, not later than 1:00 p.m. on the Closing Date, at the account specified by the Administrative Agent, an amount equal to such Lender’s share of the Borrowing. Subject to the satisfaction or waiver of the applicable conditions precedent set forth in Article IV, the Administrative Agent shall make the proceeds of the Term Loans available to the Borrower in accordance with the applicable funds flow and Schedule 2.02.

Section 2.03 Repayment of Term Loans.

The Borrower hereby unconditionally promises to repay the principal amount of the Term Loans in installments as follows:

(a) on the last Business Day of each fiscal quarter of the Borrower, commencing on the last Business Day of the first full fiscal quarter following the Closing Date, the Borrower shall repay an amount equal to $1,875,000, which amount reflects quarterly amortization at a rate of 1.00% per annum of the original principal amount of the Term Loans; and

(b) on the Maturity Date, the Borrower shall repay the entire unpaid principal balance of the Term Loans, together with all accrued and unpaid interest thereon and all other Obligations then due and payable.

Any repayments of principal made pursuant to this Section 2.03 shall be accompanied by accrued interest on the principal amount so repaid to, but excluding, the date of repayment.

Section 2.04 Prepayments.

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

If, on or prior to the date that is six months after the Closing Date, the Borrower makes any voluntary prepayment of the Term Loans in connection with a Repricing Transaction, or effects any amendment, refinancing, replacement or repricing of the Term Loans that has the effect of reducing the effective yield applicable to the Term Loans, then such prepayment shall be accompanied by a premium equal to 1.00% of the principal amount so prepaid, repriced, replaced or refinanced. For purposes hereof, “Repricing Transaction” means any amendment, waiver, supplement or other modification to this Agreement or any refinancing with the primary purpose of reducing the all-in yield of the Term Loans.

Any voluntary prepayment shall be applied to the remaining scheduled amortization payments on the Term Loans in direct order of maturity unless the Borrower elects, in the notice of prepayment, that such prepayment be applied in inverse order of maturity.

(b) Mandatory Prepayments. ##### (i) Asset Sales.

No later than five Business Days after the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any Disposition or series of related Dispositions in excess of $25,000,000 in the aggregate during any Fiscal Year, the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided that:

(a) no such prepayment shall be required to the extent the Borrower or such Subsidiary reinvests or commits to reinvest such Net Cash Proceeds in assets useful in the business of the Borrower and its Subsidiaries within twelve months after receipt thereof; and

(b) if such Borrower or Subsidiary shall have entered into a binding commitment within such twelve-month period to reinvest such Net Cash Proceeds, such reinvestment period shall be extended to eighteen months after receipt thereof.

Notwithstanding the foregoing, the required percentage of Net Cash Proceeds to be applied pursuant to this clause shall be reduced to 75% if, as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, and to 50% if such Total Leverage Ratio is less than or equal to 3.00 to 1.00.

[●], 2025
CREDIT AGREEMENT
$750,000,000 Senior Secured Term Loan B Facility
by and among
CASCADE RETAIL HOLDINGS INC., a Delaware corporation, as Borrower,
the LENDERS from time to time party hereto,
CORNERSTONE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent,
and
CALUVORI CAPITAL PARTNERS, INC., as Co-Lead Arranger and Bookrunner
Reference: Commitment Letter CL-2025-0515-CRNB dated May 15, 2025
DRAFT — Subject to ongoing negotiation. Privileged and Confidential. Prepared by Calderwood & Harkness LLP.
Right-click to update Table of Contents
CREDIT AGREEMENT
This CREDIT AGREEMENT, dated as of [●], 2025, is entered into by and among CASCADE RETAIL HOLDINGS INC., a Delaware corporation (“Borrower”), the Lenders from time to time party hereto, CORNERSTONE NATIONAL BANK, N.A., as Administrative Agent and as Collateral Agent, and CALUVORI CAPITAL PARTNERS, INC., as Co-Lead Arranger and Bookrunner.
The Borrower has requested that the Lenders make available to it a senior secured term loan B facility in an aggregate principal amount of $750,000,000 on the terms and subject to the conditions set forth herein. The proceeds of such facility will be used in connection with the acquisition by the Borrower of 100% of the issued and outstanding capital stock of NovaMart Global Inc., the repayment of existing indebtedness of the Target, the payment of fees and expenses incurred in connection with the Transactions, and related purposes expressly permitted hereby.
The Administrative Agent, the Collateral Agent and the Lenders are willing to extend such credit on the terms and subject to the conditions set forth in this Agreement and the other Loan Documents.
Accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01 Defined Terms.
As used in this Agreement, the following terms have the meanings specified below:
“Acquisition” means the acquisition by Cascade Retail Holdings Inc. of 100% of the issued and outstanding capital stock of NovaMart Global Inc. pursuant to that certain Stock Purchase Agreement dated as of May 20, 2025 (the “Acquisition Agreement”), among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein.
“Acquisition Agreement” means the Stock Purchase Agreement dated May 20, 2025, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms of this Agreement.
“Administrative Agent” means Cornerstone National Bank, N.A., having an office at 227 West Monroe Street, Chicago, Illinois 60606, in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent appointed pursuant to Article VIII.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“Applicable Margin” means, with respect to the Term Loans, 2.75% per annum.
“Approved Fund” means, with respect to any Lender, any fund or investment vehicle that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit C or such other form approved by the Administrative Agent.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date.
“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to Section 1.07.
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(a) Term SOFR plus the related Benchmark Replacement Adjustment;
(b) Daily Simple SOFR plus the related Benchmark Replacement Adjustment; and
(c) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention for U.S. dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment or method for calculating or determining such spread adjustment, which spread adjustment shall be selected by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention for U.S. dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes, including changes to the definition of “Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment notices, conversion or continuation notices, and other administrative matters that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit its administration in a manner substantially consistent with market practice.
“Benchmark Replacement Date” means the earliest to occur of the events specified in Section 1.07.
“Benchmark Transition Event” means the occurrence of one or more of the events specified in Section 1.07 that would trigger a replacement of the then-current Benchmark.
“Borrower” means Cascade Retail Holdings Inc., a Delaware corporation, whose common stock is listed on Nasdaq under the symbol CRHI, with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, and having Employer Identification Number 91-2847653.
“Borrowing Request” means a written request by the Borrower for a Borrowing in substantially the form of Exhibit A.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Chicago, Illinois are authorized or required by law to close and, if such day relates to any determination, funding, payment or rate setting in respect of Term SOFR, any day that U.S. Government Securities Business Day conventions require for such determination, funding, payment or rate setting.
“Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights in or other equivalents of such Person’s equity, including common stock, preferred stock, partnership interests, limited liability company interests and any rights, warrants or options exchangeable for or convertible into any of the foregoing.
“Cash on Hand Contribution” means the cash contribution by the Borrower from its balance sheet cash in an amount equal to $250,000,000 to fund a portion of the Acquisition and related uses contemplated by the funds flow on the Closing Date.
“Change of Control” means the occurrence of any of the following:
(a) any Person or group of Persons (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than one or more Permitted Holders, acquires beneficial ownership, directly or indirectly, of more than 35% of the voting equity interests of the Borrower;
(b) after giving effect to the Acquisition, the Borrower shall cease to own, directly or indirectly, 100% of the equity interests of NovaMart Global Inc., except as otherwise expressly permitted under this Agreement; or
(c) during any period of twelve consecutive months, a majority of the members of the board of directors of the Borrower cease to be Continuing Directors.
“Closing Date” means the date on which all conditions precedent set forth in Article IV have been satisfied or waived in accordance with this Agreement and the initial Term Loans are funded, which date is currently anticipated to be October 15, 2025.
“Co-Lead Arranger” means Caluvori Capital Partners, Inc., having an office at 350 California Street, Suite 1800, San Francisco, California 94104, in its capacity as co-lead arranger and bookrunner in connection with the Facility.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Collateral” means all of the property and assets in which a Lien is granted or purported to be granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement or any other Loan Document.
“Collateral Agent” means Cornerstone National Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Loan Documents, and any successor collateral agent appointed pursuant to Article VIII.
“Commitment” means, as to any Lender, such Lender’s Term Loan Commitment, and “Commitments” means the aggregate of all such Term Loan Commitments, which on the Closing Date shall equal $750,000,000.
“Commitment Letter” means that certain commitment letter dated May 15, 2025, Reference CL-2025-0515-CRNB, among the Borrower, Cornerstone National Bank, N.A., and Caluvori Capital Partners, Inc., together with all fee letters and exhibits delivered in connection therewith.
“Compliance Certificate” means a certificate substantially in the form of Exhibit B.
“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus, without duplication, to the extent deducted in determining such Consolidated Net Income, interest expense, income tax expense, depreciation and amortization, and customary add-backs for stock-based compensation, Transaction Costs, restructuring and integration charges subject to a cap to be agreed, other non-cash charges, losses or expenses, minus, without duplication, non-cash gains and income items included in Consolidated Net Income for such period; provided that Consolidated EBITDA for the Borrower’s fiscal year ended December 31, 2024 shall be deemed to be $1,830,000,000 for purposes of reference and pro forma calculations contemplated by this Agreement.
“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom extraordinary gains and losses, non-recurring gains and losses to the extent customary for facilities of this type, and such other exclusions as are otherwise expressly set forth in this Agreement.
“Consolidated Total Assets” means, as of any date of determination, the total assets of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.
“Consolidated Total Debt” means, as of any date of determination, all Indebtedness of the Borrower and its Subsidiaries of the type described in clauses (a), (b), (c), (d), (e), (f) and (j) of the definition of Indebtedness, determined on a consolidated basis in accordance with GAAP, but excluding undrawn letters of credit except to the extent drawn and unreimbursed.
“Continuing Director” means, as of any date of determination, any member of the board of directors of the Borrower who (a) was a member of such board on the Closing Date or (b) was nominated for election or elected to such board with the approval of a majority of the Continuing Directors then in office.
“Daily Simple SOFR” means, for any day, SOFR for such day, with the conventions for such rate and any spread adjustment selected by the Administrative Agent in accordance with then-prevailing market practice.
“Default” means any event, act or condition which, with the giving of notice, the lapse of time or both, would constitute an Event of Default.
“Defaulting Lender” means any Lender that (a) has failed to fund any portion of its Loans required to be funded by it hereunder within two Business Days of the date required to be funded, unless such failure is the subject of a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations hereunder, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has become the subject of a bankruptcy or insolvency proceeding or a Bail-In Action.
“Disposition” means any sale, transfer, lease, license, conveyance, exchange or other disposition of any property or asset, including any sale and leaseback, casualty event or condemnation, and any issuance or sale of Capital Stock of any Subsidiary, in each case whether in a single transaction or a series of related transactions.
“Dollar” and “$” mean lawful money of the United States of America.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.
“Environmental Laws” means all applicable federal, state, local and foreign laws, statutes, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, protection of human health and safety (to the extent relating to exposure to hazardous materials), the environment, natural resources or the use, generation, handling, treatment, storage, transportation, release or disposal of Hazardous Materials.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Event” means (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Pension Plan, (b) the failure to satisfy the minimum funding standard under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA, (c) the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate a Pension Plan, (e) the complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, or (f) any event or condition that could reasonably be expected to result in the imposition of material liability on any Loan Party or ERISA Affiliate under Title IV of ERISA.
“Event of Default” has the meaning assigned to such term in Section 7.01.
“Excess Cash Flow” means, for any fiscal year, an amount equal to Consolidated EBITDA for such fiscal year minus, without duplication, the sum of (a) capital expenditures paid in cash during such fiscal year, (b) cash taxes paid during such fiscal year, (c) scheduled principal payments on Indebtedness paid in cash during such fiscal year, (d) increases in working capital during such fiscal year, and (e) such other customary deductions and adjustments as are consistent with the definition of excess cash flow in comparable credit facilities; provided that decreases in working capital and other customary positive adjustments shall be added back to the extent consistent with market practice.
“Existing Credit Facility” means the existing revolving credit facility of the Borrower in the maximum principal amount of $500,000,000 with Cornerstone National Bank, N.A. as administrative agent, as amended, restated, supplemented or otherwise modified from time to time to the extent permitted hereunder.
“Existing Target Credit Facility” means the existing revolving credit facility of NovaMart Global Inc. with Ashford Savings Bank, N.A., in an original principal amount of $150,000,000.
“Facility” means the senior secured term loan B facility established pursuant to this Agreement in an aggregate original principal amount of $750,000,000.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations promulgated thereunder, official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement implementing the foregoing.
“Fiscal Quarter” means any fiscal quarter of a Fiscal Year.
“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries, which shall end on December 31 of each calendar year.
“GAAP” means generally accepted accounting principles in the United States of America.
“Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether state, provincial, territorial 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.
“Guarantee and Collateral Agreement” means that certain Guarantee and Collateral Agreement to be entered into on the Closing Date by the Borrower, the Target and each Subsidiary Guarantor 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.
“Guarantors” means the Borrower, to the extent it guarantees the obligations of any other Loan Party, NovaMart Global Inc., and each direct and indirect Domestic Subsidiary of the Borrower or the Target that is required to guaranty the Obligations pursuant to this Agreement, in each case from and after the Closing Date.
“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 Environmental Laws.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
“Indebtedness” means, for any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, (c) all obligations in respect of reimbursement obligations under letters of credit, bankers’ acceptances or similar facilities, (d) all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all obligations under capital leases and purchase money obligations, (f) all indebtedness of others secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed, (g) all net obligations under any Hedging Agreement, (h) all obligations under conditional sale or title retention arrangements, (i) all preferred equity required to be redeemed, and (j) all guarantees of any of the foregoing.
“Interest Payment Date” means the last Business Day of each March, June, September and December, commencing with the first such date occurring after the Closing Date, and the Maturity Date.
“Interest Period” means, with respect to any Borrowing of Term Loans bearing interest by reference to Term SOFR, the period commencing on the date of such Borrowing or continuation and ending one, three or six months thereafter, as selected by the Borrower in the applicable Borrowing Request; provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately 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 applicable calendar month; and
(c) no Interest Period shall extend beyond the Maturity Date.
“Lender” means each financial institution listed on Schedule 1.01(a) and each other Person that becomes a party hereto as a lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge or other security interest of any kind, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing.
“Loan Documents” means this Agreement, the Guarantee and Collateral Agreement, each Note, each Assignment and Assumption, each Joinder Agreement, each fee letter and each other certificate, document or instrument executed and delivered by a Loan Party in connection herewith or therewith.
“Loan Parties” means the Borrower and each Guarantor.
“Loans” means the Term Loans made by the Lenders pursuant to Section 2.01.
“Material Adverse Effect” means, with respect to the Borrower and its Subsidiaries (including, after the Closing Date, the Target and its Subsidiaries), taken as a whole, any event, change, effect or condition that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, or (b) the ability of the Loan Parties, taken as a whole, to perform their payment or other material obligations under the Loan Documents.
“Maturity Date” means the date that is seven years after the Closing Date.
“Multiemployer Plan” means a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.
“Net Cash Proceeds” means:
(a) with respect to any Disposition, the aggregate cash proceeds received by any Loan Party or Subsidiary in respect thereof, including cash payments received by way of deferred payment obligations when received, net of (i) reasonable and customary transaction costs, fees and expenses, (ii) taxes paid or reasonably estimated to be payable in connection therewith, (iii) amounts required to be applied to repay Indebtedness secured by a Lien on the applicable asset and having priority over the Lien of the Collateral Agent, and (iv) reserves for indemnification, purchase price adjustments and other liabilities retained by the Borrower in accordance with GAAP and customary market practice;
(b) with respect to any issuance or incurrence of Indebtedness, the aggregate cash proceeds received therefrom, net of reasonable and customary transaction costs, fees and expenses; and
(c) with respect to any casualty or condemnation event, the aggregate cash proceeds, insurance proceeds or condemnation awards received in respect thereof, net of reasonable and customary costs, fees and expenses incurred in connection with the collection thereof and net of taxes paid or reasonably estimated to be payable in connection therewith.
“NovaMart” and “Target” each mean NovaMart Global Inc., a Delaware corporation, having Employer Identification Number 84-3291547 and headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.
“OID” means the original issue discount applicable to the Term Loans in an amount equal to 1.50% of the aggregate principal amount thereof, or $11,250,000 based on a $750,000,000 aggregate Term Loan Commitment.
“Other Connection Taxes” means, with respect to any Recipient, taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such tax, other than a connection arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document.
“Participant” has the meaning assigned to such term in Section 9.04(c).
“Participant Register” has the meaning assigned to such term in Section 9.04(c).
“PATRIOT Act” means the USA PATRIOT Act.
“PBGC” means the Pension Benefit Guaranty Corporation and any successor entity.
“Pension Plan” means any employee pension benefit plan, other than a Multiemployer Plan, that is subject to the provisions of Title IV of ERISA or Sections 412 or 430 of the Code and is maintained for current or former employees of any Loan Party or ERISA Affiliate.
“Permitted Acquisition” means any acquisition by the Borrower or any Restricted Subsidiary, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or all of the Capital Stock of, any Person or division or line of business of any Person, so long as (a) no Default or Event of Default exists or would result therefrom, (b) the acquired Person or assets are in a business permitted by Section 6.10, (c) if the acquisition is of Capital Stock, such Capital Stock is acquired by a Loan Party and the acquired Domestic Subsidiary becomes a Guarantor and grants liens as required by Section 5.08, and (d) the Borrower demonstrates pro forma compliance with the financial covenant to the extent then applicable.
“Permitted Holders” means the Borrower and its wholly owned Subsidiaries and such other holders as may be agreed by the Administrative Agent and the Borrower.
“Permitted Indebtedness” means the Indebtedness described in Section 6.01.
“Permitted Liens” means the Liens described in Section 6.02.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or any other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, maintained for employees of any Loan Party or ERISA Affiliate.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Administrative Agent as its prime commercial lending rate.
“Pro Forma Basis” means, with respect to any determination of compliance with any covenant or ratio, that such determination shall be made after giving effect to the Acquisition, the Transactions and any other acquisition, investment, disposition, incurrence or repayment of Indebtedness, or other event subject to pro forma treatment under this Agreement, as if the same had occurred on the first day of the applicable period of four consecutive fiscal quarters.
“QFC” has the meaning assigned to such term in Section 9.15.
“Recipient” means the Administrative Agent, any Lender and any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.
“Register” has the meaning assigned to such term in Section 9.04(b).
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.
“Required Lenders” means, at any time, Lenders having more than 50% of the aggregate outstanding principal amount of the Term Loans at such time.
“Responsible Officer” means, with respect to any Person, the chief executive officer, president, chief financial officer, treasurer or general counsel of such Person, and, with respect to the Borrower as of the date hereof, includes Margaret “Meg” Alderton, in her capacity as Chief Executive Officer, Rajiv Sundaram, in his capacity as Chief Financial Officer, and Elena Vasquez-Bright, in her capacity as General Counsel, and any other officer performing similar functions.
“Restricted Payment” means any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any Subsidiary, or any purchase, redemption, retirement, defeasance or other acquisition for value of any such Capital Stock, or any return of capital to stockholders, members or partners, as applicable.
“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary, if any. Unless otherwise designated in accordance with this Agreement, all Subsidiaries of the Borrower shall be Restricted Subsidiaries.
“Revolver Draw” means the draw in an aggregate principal amount of $200,000,000 under the Existing Credit Facility to be made on the Closing Date.
“Sanctioned Person” means any Person that is the subject or target of any sanctions administered or enforced by the United States government, including OFAC, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority.
“Secured Overnight Financing Rate” and “SOFR” mean, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as administrator of the benchmark, or a successor administrator.
“Secured Parties” means the Administrative Agent, the Collateral Agent, the Lenders and each of their respective successors and assigns.
“SOFR Floor” means [0.00]% per annum; provided that the parties acknowledge that a floor of 0.50% per annum remains subject to ongoing negotiation prior to execution of this Agreement.
“Solvent” means, as of any date of determination, with respect to any Person, that on such date (a) the fair value of the property of such Person exceeds the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount required to pay the probable liabilities of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which its property would constitute an unreasonably small capital.
“Specified Acquisition Agreement Representations” means such of the representations and warranties made by or with respect to the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable acquisition subsidiary) has the right to terminate its obligations to consummate the Acquisition or decline to consummate the Acquisition as a result of a breach of such representations and warranties under the Acquisition Agreement.
“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which more than 50% of the total voting power of Capital Stock or other ownership interests entitled to vote in the election of directors, managers or trustees is at the time owned or controlled, directly or indirectly, by such Person or by one or more of the other Subsidiaries of such Person or a combination thereof.
“Subsidiary Guarantor” means each Guarantor other than the Borrower.
“Supported QFC” has the meaning assigned to such term in Section 9.15.
“Target’s Fulfillment Centers” means the fourteen fulfillment center facilities operated by the Target across the following states: California (three facilities), New Jersey (two facilities), Georgia (two facilities), Ohio (one facility), Illinois (one facility), Pennsylvania (one facility), Tennessee (one facility), Florida (two facilities), and Washington (one facility).
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make a Term Loan on the Closing Date in the amount set forth opposite such Lender’s name on Schedule 1.01(a), as such commitment may be reduced or terminated pursuant to this Agreement. The aggregate Term Loan Commitment on the Closing Date shall be $750,000,000.
“Term Loans” means the term loans made by the Lenders to the Borrower pursuant to Section 2.01.
“Term SOFR” means, for the applicable Interest Period, the forward-looking term rate based on SOFR that has been selected or recommended by the relevant governmental body or, if no such term rate is available, such rate as determined by the Administrative Agent in accordance with Section 1.07.
“Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered or were required to have been delivered pursuant to Section 5.01.
“Transactions” means, collectively, (a) the Acquisition, (b) the funding of the Term Loans, (c) the Revolver Draw, (d) the Cash on Hand Contribution, (e) the repayment and termination of the Existing Target Credit Facility with Ashford Savings Bank, N.A., (f) the entry into the Guarantee and Collateral Agreement, and (g) the payment of all related Transaction Costs.
“Transaction Costs” means fees, commissions, costs and expenses incurred in connection with the Transactions, estimated as of the Closing Date to be approximately $47,300,000, including legal fees of Calderwood & Harkness LLP of approximately $8,200,000, advisory fees payable to Hargrove Mead & Co. of $14,400,000, accounting fees payable to Whitmore & Paige LLP of approximately $3,100,000, HSR filing fee of $2,390,000, representations and warranties insurance premium of $5,400,000, financing fees including the OID of $11,250,000, D&O tail premium of $1,800,000, and miscellaneous expenses of approximately $760,000.
“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context requires, any other applicable jurisdiction.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“Unrestricted Subsidiary” means any Subsidiary designated as such by the Borrower with the consent of the Administrative Agent, so long as such Subsidiary is not a Guarantor and no Default or Event of Default would result therefrom.
“U.S. Tax Compliance Certificate” means a certificate in such form as may be prescribed by the Administrative Agent from time to time for purposes of establishing an exemption from or reduction in withholding Tax.
“Wholly Owned” means, with respect to any Subsidiary, that all of the Capital Stock of such Subsidiary, other than directors’ qualifying shares or other de minimis interests required by applicable law, is owned by the Borrower and/or one or more Wholly Owned Subsidiaries.
Section 1.02 Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or therein:
(a) the meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms;
(b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;
(c) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;
(d) the word “will” shall be construed to have the same meaning and effect as the word “shall”;
(e) unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified, supplemented, restated, renewed, extended, replaced or refinanced to the extent permitted hereby;
(f) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted hereby;
(g) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall refer to such Loan Document as a whole and not to any particular provision thereof;
(h) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement;
(i) 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; and
(j) the term “or” is not exclusive.
Section 1.03 Accounting Terms and Determinations.
Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP as in effect on the Closing Date. For purposes of this Agreement, GAAP shall be “frozen” as of the Closing Date, and any change in GAAP after the Closing Date that would affect the computation of any financial covenant, ratio, basket, test or other accounting-based provision hereof shall be disregarded for purposes of this Agreement until the Borrower and the Administrative Agent shall negotiate in good faith to amend such affected provisions to preserve the original intent thereof; provided that, until any such amendment becomes effective, the Borrower shall provide to the Administrative Agent, upon request, a reconciliation between calculations made before and after giving effect to such change in GAAP.
Section 1.04 Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one decimal place, and rounding the result to the nearest one-hundredth, with one-half of one-hundredth being rounded upward. Dollar amounts shall be rounded to the nearest whole dollar.
Section 1.05 References to Agreements, Laws, Etc.
Any reference to any agreement, instrument, law, regulation, statute, rule or order shall include such agreement, instrument, law, regulation, statute, rule or order as amended, restated, supplemented or otherwise modified from time to time and shall include any successor statute, rule or regulation and any rules and regulations promulgated thereunder, in each case to the extent not prohibited by this Agreement.
Section 1.06 Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to New York City time.
Section 1.07 SOFR Provisions.
If the Administrative Agent determines that a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.
The Administrative Agent will promptly notify the Borrower and the Lenders of (a) the occurrence of any Benchmark Transition Event, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes and (d) the commencement or removal of any Benchmark Unavailability Period. Any Benchmark Replacement Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.
The parties intend that the benchmark replacement mechanics set forth herein be interpreted in a manner consistent with then-prevailing market standards for U.S. dollar syndicated credit facilities and, to the extent reasonably practicable, with ARRC-recommended fallback language.
ARTICLE II
THE TERM LOAN FACILITY
Section 2.01 Term Loan Commitments.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower on the Closing Date a single term loan in Dollars in an amount equal to such Lender’s Term Loan Commitment. The aggregate amount of the Term Loan Commitments on the Closing Date is $750,000,000.
The Term Loans shall be funded in a single drawing on the Closing Date. Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Immediately upon the funding of the Term Loans on the Closing Date, the Term Loan Commitments shall terminate in full.
Section 2.02 Borrowing Procedures.
The Borrower shall deliver to the Administrative Agent an irrevocable Borrowing Request not later than 11:00 a.m. three Business Days prior to the Closing Date. Each Borrowing Request shall specify:
(a) the aggregate principal amount of the requested Borrowing, which shall be $750,000,000 on the Closing Date;
(b) the requested funding date, which shall be the Closing Date;
(c) the initial Interest Period selected by the Borrower for such Borrowing; and
(d) the account of the Borrower to which the proceeds of such Borrowing are to be disbursed, which shall be the Cascade Retail Holdings Inc. account at Cornerstone National Bank, N.A. designated on Schedule 2.02.
Promptly following receipt of the Borrowing Request, the Administrative Agent shall notify each Lender of the amount of its pro rata share of the requested Borrowing. Each Lender shall make available to the Administrative Agent, in immediately available funds, not later than 1:00 p.m. on the Closing Date, at the account specified by the Administrative Agent, an amount equal to such Lender’s share of the Borrowing. Subject to the satisfaction or waiver of the applicable conditions precedent set forth in Article IV, the Administrative Agent shall make the proceeds of the Term Loans available to the Borrower in accordance with the applicable funds flow and Schedule 2.02.
Section 2.03 Repayment of Term Loans.
The Borrower hereby unconditionally promises to repay the principal amount of the Term Loans in installments as follows:
(a) on the last Business Day of each fiscal quarter of the Borrower, commencing on the last Business Day of the first full fiscal quarter following the Closing Date, the Borrower shall repay an amount equal to $1,875,000, which amount reflects quarterly amortization at a rate of 1.00% per annum of the original principal amount of the Term Loans; and
(b) on the Maturity Date, the Borrower shall repay the entire unpaid principal balance of the Term Loans, together with all accrued and unpaid interest thereon and all other Obligations then due and payable.
Any repayments of principal made pursuant to this Section 2.03 shall be accompanied by accrued interest on the principal amount so repaid to, but excluding, the date of repayment.
Section 2.04 Prepayments.
(a) Voluntary Prepayments.  The Borrower may, upon at least three Business Days’ prior written notice to the Administrative Agent, voluntarily prepay the Term Loans in whole or in part at any time; provided that each partial prepayment shall be in a minimum principal amount of $1,000,000 and in integral multiples of $100,000 in excess thereof. Voluntary prepayments shall be made without premium or penalty, except as otherwise provided below.
If, on or prior to the date that is six months after the Closing Date, the Borrower makes any voluntary prepayment of the Term Loans in connection with a Repricing Transaction, or effects any amendment, refinancing, replacement or repricing of the Term Loans that has the effect of reducing the effective yield applicable to the Term Loans, then such prepayment shall be accompanied by a premium equal to 1.00% of the principal amount so prepaid, repriced, replaced or refinanced. For purposes hereof, “Repricing Transaction” means any amendment, waiver, supplement or other modification to this Agreement or any refinancing with the primary purpose of reducing the all-in yield of the Term Loans.
Any voluntary prepayment shall be applied to the remaining scheduled amortization payments on the Term Loans in direct order of maturity unless the Borrower elects, in the notice of prepayment, that such prepayment be applied in inverse order of maturity.
(b) Mandatory Prepayments.  ##### (i) Asset Sales.
No later than five Business Days after the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any Disposition or series of related Dispositions in excess of $25,000,000 in the aggregate during any Fiscal Year, the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided that:
(a) no such prepayment shall be required to the extent the Borrower or such Subsidiary reinvests or commits to reinvest such Net Cash Proceeds in assets useful in the business of the Borrower and its Subsidiaries within twelve months after receipt thereof; and
(b) if such Borrower or Subsidiary shall have entered into a binding commitment within such twelve-month period to reinvest such Net Cash Proceeds, such reinvestment period shall be extended to eighteen months after receipt thereof.
Notwithstanding the foregoing, the required percentage of Net Cash Proceeds to be applied pursuant to this clause shall be reduced to 75% if, as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, and to 50% if such Total Leverage Ratio is less than or equal to 3.00 to 1.00.
##### (ii) Excess Cash Flow Sweep.
Commencing with the first full Fiscal Year ending after the Closing Date, no later than five Business Days after the date on which the annual financial statements required by Section 5.01(a) are required to be delivered, the Borrower shall prepay the Term Loans in an amount equal to 50% of Excess Cash Flow for such Fiscal Year; provided that:
(a) if, as of the last day of such Fiscal Year, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, the applicable percentage shall be reduced to 25%;
(b) if, as of the last day of such Fiscal Year, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, no Excess Cash Flow prepayment shall be required; and
(c) no prepayment under this clause shall be required if Excess Cash Flow for such Fiscal Year is less than $10,000,000.
For purposes of determining the amount of any mandatory prepayment pursuant to this clause, the Borrower shall receive credit for the principal amount of any voluntary prepayments of the Term Loans made during such Fiscal Year, other than voluntary prepayments funded with proceeds that themselves gave rise to a mandatory prepayment obligation under this Section 2.04(b).
##### (iii) Debt Incurrence.
No later than five Business Days after the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from the incurrence of any Indebtedness not permitted under Section 6.01, the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds.
##### (iv) Insurance / Condemnation Proceeds.
No later than five Business Days after the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any casualty, insurance or condemnation event in excess of $15,000,000 individually or $30,000,000 in the aggregate, the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided that no such prepayment shall be required to the extent the Borrower or such Subsidiary reinvests or commits to reinvest such proceeds in replacement assets useful in the business within the same reinvestment periods set forth in clause (i) above.
##### (v) Specified Mandatory Prepayment upon Acquisition Termination.
If the Acquisition Agreement is terminated prior to the consummation of the Acquisition, or if the Closing Date has not occurred by December 31, 2025, then, to the extent the Term Loans have been funded and remain outstanding, the Borrower shall immediately prepay the entire outstanding principal amount of the Term Loans, together with all accrued and unpaid interest thereon and all fees and other amounts then owing under the Loan Documents.
(c) Application of Mandatory Prepayments.  All mandatory prepayments under this Section 2.04 shall be applied pro rata to the remaining scheduled amortization installments of the Term Loans in direct order of maturity. Each notice of mandatory prepayment shall be given by the Borrower promptly upon determination of the amount thereof and shall set forth in reasonable detail the calculation of such amount. No premium shall be payable in connection with any mandatory prepayment except to the extent, if any, expressly required pursuant to clause (a) above in connection with a Repricing Transaction.
Section 2.05 Interest.
(a) Rate.  The Term Loans shall bear interest at a rate per annum equal to Term SOFR for the applicable Interest Period plus the Applicable Margin. Term SOFR shall in no event be less than the SOFR Floor. Interest shall be computed on the basis of the actual number of days elapsed over a year of 360 days.
(b) Default Interest.  Upon the occurrence and during the continuance of any Event of Default, and at the election of the Administrative Agent or at the direction of the Required Lenders, all outstanding Obligations shall bear interest at a rate per annum equal to 2.00% above the rate otherwise applicable thereto. Such default interest shall be payable on demand and shall accrue before as well as after judgment.
(c) Interest Payment Dates.  Accrued interest on the Term Loans shall be payable in arrears on each Interest Payment Date and on the Maturity Date. In addition, if any Interest Period exceeds three months, accrued interest shall also be payable on each date that is three months after the first day of such Interest Period.
Section 2.06 Fees.
(a) Arrangement Fees.  The Borrower agrees to pay to the Administrative Agent, the Co-Lead Arranger and other applicable Persons the fees set forth in the Fee Letter dated May 15, 2025 among the Borrower, Cornerstone National Bank, N.A., and Caluvori Capital Partners, Inc. Without limiting the foregoing, the Term Loans shall be subject to OID in the amount of 1.50% of the aggregate principal amount thereof, equal to $11,250,000 based on a $750,000,000 aggregate commitment.
(b) Administrative Agent Fees.  The Borrower agrees to pay to the Administrative Agent, for its own account, an annual administrative agent fee in the amount separately agreed between the Borrower and the Administrative Agent, payable in advance on the Closing Date and on each anniversary thereof until the Obligations are paid in full.
Section 2.07 Computation of Interest and Fees.
All computations of interest and fees under this Agreement shall be made on the basis of a 360-day year and the actual number of days elapsed. Interest shall accrue from and including the date the applicable Loan is made to but excluding the date of repayment thereof.
Section 2.08 Evidence of Indebtedness.
The Administrative Agent shall maintain the Register pursuant to Section 9.04(b), and a subaccount therein for each Lender, recording the amount of the Term Loan made by each Lender and each repayment, prepayment and interest payment in respect thereof. The entries made in the Register shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain the Register or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a promissory note substantially in the form of Exhibit E evidencing the Term Loan of such Lender.
Section 2.09 Payments Generally.
All payments to be made by the Borrower hereunder shall be made in Dollars, in immediately available funds, without condition or deduction for any counterclaim, defense, recoupment or setoff, except as otherwise expressly provided in Section 2.12, to the Administrative Agent at its office specified herein, not later than 2:00 p.m. on the date when due. Payments received after 2:00 p.m. shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly distribute to each Lender its applicable share of each such payment in like funds as received.
Section 2.10 Sharing of Payments.
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of its Loans resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon greater than its pro rata share thereof, then the Lender receiving such greater proportion shall purchase participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery.
Section 2.11 Increased Costs.
If any Change in Law shall:
(a) impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
(b) subject any Recipient to any Taxes on its loans, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, other than Indemnified Taxes, Excluded Taxes and Other Connection Taxes; or
(c) impose on any Lender or the London, interbank, term SOFR or other applicable market any other condition, cost or expense affecting this Agreement or Loans made by such Lender,
and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing or maintaining any Loan or to reduce the amount of any sum received or receivable by such Lender hereunder, then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
If any Lender determines that any Change in Law affecting such Lender or any lending office thereof regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return on such Lender’s capital or liquidity or on the capital or liquidity of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such holding company could have achieved but for such Change in Law, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such holding company for any such reduction suffered.
A certificate of a Lender setting forth in reasonable detail the basis and calculation of any amount or amounts necessary to compensate such Lender as specified in this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. No Lender shall be entitled to compensation under this Section for any amount incurred more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to such claim and of such Lender’s intention to claim compensation therefor, except to the extent such claim arises retroactively under the applicable Change in Law.
Section 2.12 Taxes.
Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If the Borrower or any withholding agent is required by applicable law to deduct or withhold any Taxes from any such payment, then:
(a) if such Taxes are Indemnified Taxes, the amount payable shall be increased as necessary so that after all required deductions or withholdings have been made, the applicable Recipient receives an amount equal to the amount it would have received had no such deduction or withholding been made;
(b) the Borrower or such withholding agent shall make such deductions or withholdings;
(c) the Borrower or such withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law; and
(d) within a reasonable period after any such payment, the Borrower shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing such payment or such other evidence of payment as is reasonably satisfactory to the Administrative Agent.
Each Lender and the Administrative Agent shall deliver to the Borrower and the Administrative Agent, at the times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation as will permit payments hereunder to be made without withholding or at a reduced rate of withholding, including, as applicable, IRS Forms W-9, W-8BEN, W-8BEN-E, W-8ECI, W-8IMY and any applicable U.S. Tax Compliance Certificate.
Each Recipient agrees to provide any forms or documentation reasonably requested to establish FATCA compliance or exemption. No Borrower shall be required to gross up any payment for Taxes that are Excluded Taxes.
Section 2.13 Mitigation Obligations; Replacement of Lenders.
If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall use commercially reasonable efforts to designate a different lending office or to take any other reasonable action if, in the judgment of such Lender, such designation or action would eliminate or reduce amounts payable pursuant to Section 2.11 or Section 2.12 in the future and would not, in the reasonable judgment of s

[●], 2025

CREDIT AGREEMENT

CREDIT AGREEMENT

ARTICLE I

DEFINITIONS AND INTERPRETATION

ARTICLE II

THE TERM LOAN FACILITY

Record

Parties

Dates

Amounts