Extract to table

01 thereof; WHEREAS, the Acquisition has an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000), which is to be funded with (a) Eighty-Four Million Dollars ($84,000,000) from the proceeds of the Incremental Term Loans contemplated hereby and (b) Fifty-Six Million Dollars ($56,000,000) in equity contributions from Pinnacle River Capital Partners, LP, a Delaware limited partnership ("Pinnacle River"), of which Thirty-Five Million Dollars ($35,000,000) constitutes closing cash consideration payable to Lakewood and Twenty-One Million Dollars ($21,000,000) constitutes amounts designated for transaction expenses and working capital reserves; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement

The following terms shall be added to Section 1

01 of the Existing Credit Agreement (or, to the extent that a term set forth below is already defined in the Existing Credit Agreement, the existing definition of such term shall be amended and restated in its entirety to read as set forth below), each in its appropriate alphabetical location: "Amendment No

01 of the Existing Credit Agreement are hereby confirmed and shall apply to the Incremental Term Loans

For the avoidance of doubt, the Term SOFR rate applicable to the Incremental Term Loans shall be subject to a floor of 0

50% per annum, then for purposes of calculating the interest rate applicable to the Incremental Term Loans, the Term SOFR rate for such Interest Period shall be deemed to be 0