Revolving Credit Agreement, dated as of January 22, 2019, by and between Allegro MicroSystems, LLC and Mizuho Bank, Ltd

Exhibit 10.1

REVOLVING CREDIT AGREEMENT

REVOLVING CREDIT AGREEMENT, dated as of January 22, 2019 (as the same may be amended, supplemented or otherwise modified from time to time, this “Credit Agreement”), between ALLEGRO MICROSYSTEMS, LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Borrower”), and MIZUHO BANK, LTD. (together with its successors and assigns, the “Lender”).

WHEREAS, the Borrower desires to borrow, and the Lender agrees to extend, revolving credit loans to the Borrower during the period from and after the Closing Date (as hereafter defined) in accordance with the terms and conditions of this Credit Agreement.

NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:

1.       Definitions.

1.1.    Defined Terms.        As used in this Credit Agreement, unless otherwise defined herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate” shall mean, as to any Person, any corporation or other entity that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 10% or more of the voting stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting stock, by contract or otherwise.

“Anti-social forces” is defined in Section 3(u) hereof.

“Anti-Corruption Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries concerning or relating to bribery or anti-corruption.

“Applicable Spread” shall mean 0.40%.

“Base Rate” shall mean the rate, in the event of default only, as determined by the Lender on a daily basis, equal to the higher of (i) the rate of interest per annum established by the Lender from time to time as its “prime” or “reference” rate (which the Borrower acknowledges is not necessarily Lender’s lowest rate) and (ii) the overnight cost of funds of Lender as determined solely by Lender plus 1/4 of 1% per annum.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Borrower” is defined in the preamble of this Credit Agreement.

“Borrowing Date” shall mean the date on which a Revolving Loan is made by the Lender in favor of the Borrower.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to be closed in New York, New York; provided, however, that when used in connection with the calculation or determination of LIBOR or the payment or prepayment of any amounts accruing interest at such rate or providing notices in connection with such rate, “Business Day” shall mean any Business Day in New York in which dealings in Dollars

are carried on in the London interbank market.

“Capitalized Lease Obligations” shall mean obligations for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Closing Date” shall mean January 22, 2019 or such other date on which the conditions precedent set forth in Section 5 hereof have been satisfied in full or waived in accordance with the terms hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations and published interpretations thereof.

“Commitment Fee” is defined in Section 2.I 0(a) hereof.

“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Code.

“Consolidated Current Assets” means all assets that, as of the date of determination thereof and in accordance with GAAP, should be classified as current assets on a consolidated balance sheet of the Borrower and its Subsidiaries.

“Consolidated Income Before Income Tax” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the income before income tax of the Borrower and its Subsidiaries for that period, as determined in accordance with GAAP.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries for that period, as determined in accordance with GAAP.

“Cost of Funds Rate” shall mean, with respect to each day during an Interest Period, the fixed rate per annum determined by the Lender to be its effective cost of funding in Dollars such Revolving Loan for such Interest Period.

“Cost of Funds Rate Loan” shall mean-any Revolving Loan bearing interest, at all times during an Interest Period applicable to such Revolving Loan, at a rate of interest determined by reference to the Cost of Funds Rate.

“Default” shall mean any event or circumstance that, with the giving of notice, the lapse of time or both, would constitute an Event of Default.

“Default Rate” is defined in Section 2.5 hereof.

“Dollars” and the symbol “$” shall mean dollars in the lawful money of the United States of America.

“Environmental Action” shall mean any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any governmental agency, department, bureau, office or other authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (i) from any assets, properties or businesses of the Borrower or any of its

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Subsidiaries or any predecessor in interest, (ii) from properties or businesses adjoining any properties or businesses of the Borrower or any of its Subsidiaries or any predecessor in interest or (iii) from or onto any facilities which received Hazardous Materials generated by the Borrower or any of its Subsidiaries or any predecessor in interest.

“Environmental Law” shall mean any present or future statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment as the same may be amended or supplemented from time to time.

“Environmental Liabilities and Costs” shall mean all liabilities, monetary obligations, remedial actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of (i) any claim or demand by any Governmental Authority or any third party which relates to any environmental condition or a release of Hazardous Materials or (ii) any breach by the Borrower or any of its Subsidiaries of any Environmental Law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations and published interpretations thereof.

“Event of Default” is defined in Section 6 hereof.

“FAX” is defined in Section 8.6 hereof.

“GAAP” shall mean generally accepted accounting principles in the United States consistent with those utilized in preparing the audited financial statements referred to in Section 4(a) hereof.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any department, commission, board, bureau, instrumentality, agency or other entity exercising legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

“Hazardous Materials” shall mean (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedge Agreements” shall mean any interest rate, commodity or equity swap, cap, floor or forward rate agreement or collar arrangements, interest rate future or option contracts, currency swap agreements currency future or option contracts and other similar agreements or arrangements designed to protect against fluctuations in interest rates or currency, commodity or equity values, and any confirmation executed in connection with any such agreement or arrangement.

“Indebtedness” shall mean with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (iii) all obligations of such Person under

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or evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made, (iv) all obligations and liabilities, contingent or otherwise, of such Person in respect of letters of credit, acceptances and similar facilities, including, without duplication, all drafts drawn thereunder, (v) all obligations and liabilities secured by any Lien on any property owned by such Person whether or not owing by such Person and even though such Person has not assumed or become liable for payment thereof, (vi) all Capitalized Lease Obligations of such Person, (vii) all obligations and liabilities of such Person created or arising under any conditional sale or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession or sale of such property, or agreements to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (viii) all contingent obligations of such Person, including, without limitation, the net liabilities of such Person under any Hedge Agreements, as calculated on a basis satisfactory to the Lender and in accordance with accepted practice, (ix) all indebtedness of others referred in this definition guaranteed directly or indirectly in any manner by such Person and (x) all obligations referred to in clauses (i) through (ix) of this definition of another Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property owned by such Person; provided, however, that the term Indebtedness shall not include trade payables and accrued expenses , in each case arising in the ordinary course of business and not more than 60 days delinquent. The Indebtedness of any Person shall include the Indebtedness of any partnership of, or joint venture in which, such Person is a general partner or joint venturer, as the case may be.

“Interest Period” shall mean (a) with respect to each Cost of Funds Rate Loan, the period commencing on the Borrowing Date of such Cost of Funds Rate Loan and ending on a day from one (1) day to six (6) months after such Borrowing Date, as selected by the Borrower in the applicable Notice of Borrowing and (b) with respect to each LIBOR Rate Loan, the period commencing on the Borrowing Date of such LIBOR Rate Loan and ending on the numerically corresponding day in the calendar month that is one (1), two (2), three (3) or six (6) months after such Borrowing Date, as selected by the Borrower in the applicable Notice of Borrowing; provided, however, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period which begins on a date for which there is no corresponding date in the calendar month during which such Interest Period is to end, shall end on the last Business Day of such calendar month and (iii) no Interest Period shall end after the Revolving Credit Termination Date and any Interest Period which would, but for this clause, end after the Revolving Credit Termination Date shall instead end on the Revolving Credit Termination Date subject to the payment of all break-funding and other losses , costs and expenses incurred as a result thereof.

“Lender” is defined in the preamble of this Credit Agreement.

“Letter of Guaranty” is defined in Section 6.1(j) hereof.

“LIBOR” shall mean, with respect to any Interest Period pertaining to any LIBOR Rate Loan, the interest rate per annum as determined by the Lender and as notified to the Borrower from time to time for making or maintaining such. LIBOR Rate Loan available hereunder at approximately 11:00 a.m. London time on the day which is two London Business Days prior to the commencement of the Interest Period.

“LIBOR Rate Loan” shall mean any Revolving Loan bearing interest, at all times during an Interest Period applicable to such Revolving Loan, at a fixed rate of interest determined by reference to LIBOR.

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“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature whatsoever.

“Loan Account” is defined in Section 2.8 hereof.

“Loan Documents” shall mean each of this Credit Agreement, the Note, Letter of Guaranty (if any), and each other document, instrument and agreement executed and delivered pursuant to or in connection herewith or therewith, as the same may be amended, supplemented or otherwise modified from time to time.

“Material Adverse Effect” shall mean a material adverse effect on any of (a) the operations, business, assets, properties, prospects or condition (financial or otherwise) of the Borrower, (b) the ability of the Borrower to perform any of its obligations hereunder, under the Note or under any other Loan Document to which it is a party, (c) the ability of the Parent to perform any of its Obligations under the Letter of Guaranty (if any) or under any other Loan Document to which it is a party, (d) the legality, validity or enforceability of this Credit Agreement, the Note, or any other Loan Document or (e) the rights and remedies of the Lender hereunder or under any other Loan Document.

“Material Subsidiary” means any Subsidiary whose consolidated current assets comprises or constitutes at least 5% of Consolidated Current Assets.

“Maturity Date” shall mean, with respect to each Revolving Loan, the earliest to occur of (i) the last day of the Interest Period with respect thereto, (ii) Revolving Credit Termination Date, or (iii) such earlier date on which the Revolving Loans are due and payable and the commitment of the Lender to make Revolving Loans hereunder has been terminated or otherwise cancelled (whether at stated maturity, by mandatory prepayment, by acceleration or otherwise) in accordance with the terms hereof.

“Multiemployer Plan” shall mean a Plan described in Section 4001(a)(3) of ERISA.

“Note” shall mean the promissory note of the Borrower evidencing the Revolving Loans, payable to the order of the Lender, substantially in the form of Exhibit A hereto, as the same may be amended, supplemented or otherwise modified from time to time, or any substitute therefor.

“Notice of Borrowing” is defined in Section 2.2 hereof.

“Other Taxes” is defined in Section 7.2(b) hereof.

“Parent” shall mean, Sanken Electric Co., Ltd., a Japanese corporation which owns the majority of the issued and outstanding capital stock of the Borrower.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

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

“Plan” shall mean any pension plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

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“Prohibited Transaction” shall mean any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

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

“Release” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the outdoor or indoor environment.

“Reportable Event” shall mean any of the events set forth in Section 4043 of ERISA.

“Revolving Credit Termination Date” shall mean January 22, 2020, or such earlier date on which the Revolving Loan Commitment is terminated in full hereunder.

“Revolving Loan” is defined in Section 2.1 hereof.

“Revolving Loan Commitment” is defined in Section 2.1 hereof.

“Sanctions” shall mean any economic or financial sanctions or trade embargoes administered or enforced by the United States Department of Treasury’ s Office of Foreign Assets Control, the United States Departments of State or Commerce or any other United States governmental authority, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Government of Japan or any other relevant sanctions authority.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is not less than the total amount of its liabilities of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (e) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’ s property would constitute unreasonably small capital.

“Subsidiary” shall mean, as to any Person, any corporation or other entity of which an aggregate of 50% or more of the outstanding capital stock or other ownership interests having (in the absence of contingencies) ordinary voting power to elect at least a majority of the board of directors (or persons performing similar functions) of such corporation or other entity is, at the time of determination, owned directly, or indirectly through one or more intermediaries, by such Person.

“Taxes” is defined in Section 7.2(a) hereof.

“Year To Date Period” shall mean, at any time, periods, (a) commencing on the next succeeding day of the last Friday in March, 2018 and end on the last Friday in March, 2019 and (b) commencing on the next succeeding day of the last Friday in March, 2019 and ending on (i) the last Friday in June, 2019, (ii) the last Friday in September, 2019 and (iii) the last Friday in December, 2019.

“USA Patriot Act” is defined in Section 3(s) hereof.

1.2.    Interpretation. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’ s laws), if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person.

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2.       The Revolving Loans.

2.1.    The Revolving Loan Commitment. On the terms and subject to the conditions of this Credit Agreement, the Lender agrees, from time to time on any Business Day during the period commencing on the date hereof up to but excluding the Revolving Credit Termination Date, to make revolving loans consisting of either LIBOR Rate Loans or Cost of Funds Loans to the Borrower (the “Revolving Loans”) in amounts, which together with all outstanding Revolving Loans, will not exceed in the aggregate the principal amount of $25,000,000 (Twenty-Five Million Dollars) (the “Revolving Loan Commitment”). The Revolving Loan Commitment shall be subject to reduction and/or termination as herein provided (including, without limitation, pursuant to Sections 2.6 and 6.2 hereof). On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay, and re-borrow the Revolving Loans. Any such borrowing may be denominated in Dollars, as hereinafter provided, and shall be in the aggregate principal amount of One Hundred Thousand Dollars ($100,000) or any whole multiple thereof in excess of One Hundred Thousand Dollars ($100,000). On the Revolving Credit Termination Date the Revolving Loan Commitment shall terminate and the Lender shall have no obligation whatsoever to make any further Revolving Loans to the Borrower.

2.2.    Making the Revolving Loans. Each Revolving Loan shall be made upon written notice, given by the Borrower to the Lender (i) in the case of LIBOR Rate Loans, at least three (3) and not more than five (5) Business Days prior to and (ii) in the case of Cost of Funds Rate Loans, no later than 10:00 a.m. (New York City time) on the proposed borrowing date thereof. Each such notice shall be in the form annexed hereto as Exhibit C (“Notice of Borrowing”), shall be irrevocable and shall specify therein (A) the proposed borrowing date, which shall be a Business Day, (B) the principal amount of such Revolving Loan, (C) the duration of the Interest Period therefor and (D) whether such Loan is a LIBOR Rate Loan or Cost of Funds Rate Loan. Upon fulfillment of the applicable conditions set forth in Section 5 hereof (or the waiver thereof by the Lender as herein prescribed), the Lender will make the proceeds of such Revolving Loan available to the Borrower in same day funds at the Borrower’ s account with the Lender.

2.3.    Interest.

(a)    Pursuant to an appropriately delivered Notice of Borrowing, the Borrower may elect that Revolving Loans accrue interest as follows:

(b)    Subject to Section 2.5 hereof, interest shall be payable on each Revolving Loan (i) in arrears on the last day of each Interest Period and (ii) on the date on which the principal amount of such Revolving Loan becomes due and payable hereunder (whether at stated maturity, by mandatory prepayment, or optional prepayment or by acceleration or otherwise).

(c)    Notwithstanding anything herein to the contrary, all accrued interest shall be payable on each date principal is payable hereunder pursuant to Sections 2.4 and 2.6 hereof or

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such earlier date as herein required.

(d)    Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

(e)    In the event, and on each occasion, that on the date two Business Days prior to the commencement of any LIBOR Rate Loan, the Lender shall have in good faith determined that dollar deposits in the outstanding principal amount of such LIBOR Rate Loan are generally not available in the London interbank market, or that reasonable means do not exist for ascertaining LIBOR, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Lender of making or maintaining such LIBOR Rate Loan at LIBOR during such Interest Period, the Lender shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower. In the event of any such determination, interest shall accrue with respect to such LIBOR Rate Loan during such Interest Period at a rate determined by reference to the Cost of Funds Rate during such Interest Period plus the Applicable Spread. Each determination by the Lender hereunder shall be conclusive absent manifest error.

2.4.    Principal Repayment; Note. (a) The Borrower shall repay the outstanding principal balance of each outstanding Revolving Loan together with all other outstanding amounts due and owing hereunder or under the other Loan Documents on the Maturity Date therefor.

(b)    The Borrower’s obligations to the Lender with respect to the payment of interest and principal with respect to the Revolving Loans shall be evidenced by this Credit Agreement and the Note. The Lender is hereby authorized by the Borrower to endorse on the schedule attached to the Note (or on a continuation of such schedule attached to the Note and made a part thereof) an appropriate notation evidencing the date and amount of each Revolving Loan, the date and amount of each principal payment and prepayment with respect thereto and the interest rate applicable thereto; provided, however, that the failure of the Lender to make any such notation (or any error in such notation) shall not affect any obligations of the Borrower hereunder or under the Note. The Note and the books and records of the Lender shall be conclusive evidence of the information set forth therein absent manifest error.

2.5.    Default Interest. Notwithstanding the provisions of Section 2.3 hereof, any principal, interest or other amount which is not paid when due, whether at stated maturity, by mandatory prepayment, by acceleration or otherwise, shall bear interest from the day when due until such principal, interest or other amount is paid in full, payable on demand, at a rate equal at all times to the Base Rate plus 2% per annum.

2.6.    Termination or Reduction of Revolving Loan Commitment; Prepayment.

(a)    The Borrower shall have the right at any time or from time to time, without premium or penalty, upon not less than three (3) Business Days’ prior irrevocable written notice to the Lender, to terminate or reduce the Revolving Loan Commitment. Any such reduction of the Revolving Loan Commitment shall be in an amount that is an integral multiple of One Hundred Thousand Dollars ($100,000) and not less than One Hundred Thousand Dollars ($100,000). Any termination or reduction of the Revolving Loan Commitment shall be permanent.

(b)    If the Borrower receives notice from the Lender that the aggregate principal amount of all Revolving Loans outstanding hereunder exceeds at any time the Revolving Loan

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Commitment, the Borrower shall prepay Revolving Loans, together with all accrued interest thereon, as necessary to eliminate such excess within 2 Business Days after receipt of such notice.

(c)    Upon three (3) Business Days’ prior irrevocable written notice by the Borrower received by the Lender, the Borrower may (and if such notice is given, shall), without penalty or premium, prepay all or any portion of the principal amount outstanding of any Revolving Loans together with accrued interest to the date of such prepayment on the amount prepaid; provided, however, that (i) prepayments of Revolving Loans prior to Revolving Credit Termination Date therefor shall not reduce the Revolving Loan Commitment and (ii) all prepayments shall be in amounts not less than the lesser of One Hundred Thousand Dollars ($100,000) or an integral multiple thereof or the amount of any Revolving Loan being prepaid. Each prepayment made pursuant to this Section 2.6(c) shall be accompanied by the payment of (i) accrued interest to the date of such prepayment on the amount prepaid, (ii) any and all payments required pursuant to Section 7.1 hereof in respect of such prepayment and (iii) any other amounts then due and owing hereunder.

2.7.    Method of Payment.

(a)    All sums payable by the Borrower to the Lender hereunder or under the Note shall be payable in New York, New York, in Dollars, in immediately available funds and without any defense, set-off or counterclaim no later than 12:00 noon (New York time) on the day when due, for the account of and as directed by the Lender. Any payments made after 12:00 noon (New York time) on any day shall be deemed to have been made on the immediately following Business Day. The Borrower hereby authorizes and directs the Lender to debit available funds on deposit in the Borrower’s accounts at the Lender or Mizuho Bank (USA) if any to satisfy any payments due and owing hereunder or under any other Loan Document.

(b)    Any payments shall be applied first to default charges, indemnities, expenses and other non-principal and interest amounts owed under any of the Loan Documents, if any, then to interest due and payable on the Revolving Loans, and thereafter to the principal amount of the Revolving Loans due and payable.

(c)    All computations of interest and fees shall be made by the Lender on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such amount is payable provided, however, that if a Revolving Loan is repaid on the same day on which it is made, one day’s interest shall be paid on such Revolving Loan. Each change in the Base Rate shall immediately and simultaneously result in a corresponding change in the Default Rate.

(d)    Whenever any payment to be made hereunder or under any instrument delivered hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest; provided, however, that if such extension would cause such payment to be made in a new calendar month or beyond the Revolving Credit Termination Date, such payment shall be made on the next preceding Business Day.

(e)    The Borrower hereby authorizes the Lender, if and to the extent payment is not made when due under any Loan Document, to charge from time to time against any account of the Borrower with the Lender or any of its affiliates any amount so due. The Lender agrees to promptly notify the Borrower of any such charge made by the Lender; provided, however, that the Lender shall incur no liability for failing to do so and the failure of the Lender to so notify the Borrower shall in no event diminish the Lender’s right to make such charge under this Section 2.7(e).

2.8.    Loan Account. The Lender shall maintain on its books a loan account in the

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Borrower’s name (the “Loan Account”), showing the Revolving Loans, prepayments, the computation and payment of interest, and any other amounts due and sums paid hereunder and under the other Loan Documents. The entries made by the Lender in the Loan Account shall be conclusive and binding on the Borrower and the Lender as to the amount at any time due from the Borrower, absent manifest error.

2.9.    Use of Proceeds. The Borrower shall apply the proceeds of the Revolving Loans for working capital; provided, however, that no proceeds of any of the Revolving Loans may be used to acquire or carry any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended and as in effect from time to time, or any “Margin Stock”, as defined in Federal Reserve Board Regulation U or otherwise be used in a manner which would violate or be inconsistent with Section 7 of the Securities Exchange Act of 1934, as amended and as in effect from time to time, or any regulations issued pursuant thereto or the provisions of the regulations of the Federal Reserve Board or any Governmental Authority.

2.10.    Fees.

(a)    Commitment Fee. The Borrower shall pay to the Lender quarterly on the last Business Day of each quarter and on the Revolving Credit Termination Date while the Revolving Loan Commitment is in effect, commencing on the last Business Day in March, 2019, a non-refundable commitment fee in arrears in an amount equal to 0.20% per annum of the average daily unused portion of the Revolving Loan Commitment from time to time in effect from (and including) the date hereof to (but excluding) the Revolving Credit Termination Date.

(b)    Up-Front Fee. The Borrower agrees to pay the Lender on the Closing Date a one-time, non-refundable up-front fee in an amount equal to $25,000.

3.    Representations and Warranties. The Borrower hereby represents and warrants to the Lender as follows:

(a)    Organization of Borrower. The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)    Power and Authority. The Borrower has full legal right, power and authority to carry on its present business, to own its property and assets and to execute, deliver and perform this Credit Agreement, the Note and each other Loan Document to which it is a party. The Borrower is duly qualified or licensed as a foreign limited liability company authorized to conduct its activities and is in good standing in all jurisdictions in which the character of the properties owned or leased by it or the nature of the activities conducted by it makes such qualification or licensing necessary except where the failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.

(c)    Authorization of Borrowing. All appropriate and necessary limited liability company, member and other actions and approvals (including any governmental or regulatory approvals) have been taken or obtained by the Borrower to authorize the execution and delivery of this Credit Agreement, the Note and the other Loan Documents to which it is a party and to authorize the performance and observance of the terms of each such Loan Document and such approvals are in full force and effect.

(d)    Agreement Binding; No Conflicts. This Credit Agreement constitutes, and the Note and each other Loan Document when executed and delivered pursuant hereto will constitute, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms except as may be limited by applicable bankruptcy,

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insolvency, reorganization, moratorium or other similar laws and general equity principles affecting the enforcement of creditor’s rights generally. The execution, delivery and performance of this Credit Agreement, the Note and each other Loan Document to which the Borrower is a party and the use of the proceeds of any Revolving Loan do not and will not (i) violate or conflict with any provisions of law or any order, rule, directive or regulation of any court or other Governmental Authority, the charter, operating agreement or other organizational documents of the Borrower or any agreement, document or instrument to which the Borrower is a party or by which its assets or properties are bound, (ii) constitute a default or an event or circumstance that, with the giving of notice or the passing of time, or both, would constitute a default under any such agreement, document or instrument, except for such defaults which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (iii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any assets or properties of the Borrower, except for such creations or impositions which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or (iv) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties.

(e)    Compliance with Law. There does not exist any conflict with or violation or breach of any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality, which conflict, violation or breach could reasonably be expected to result in a Material Adverse Effect, a Default or an Event of Default.

(f)    Taxes. The Borrower has filed all tax returns (federal, state and local) required to be filed and has paid all taxes, assessments, fees and other governmental charges due by the Borrower with respect to the conduct of its operations.

(g)    Governmental Consents. No consent, approval, authorization or order of, notice to or declaration or filing with, any administrative body or agency or other Governmental Authority on the part of the Borrower is required for the valid execution, delivery and performance by the Borrower of this Credit Agreement, the Note or any other Loan Document to which the Borrower is a party.

(h)    Litigation. There are no pending or, to the knowledge of the Borrower, threatened legal actions, suits, claims or administrative, arbitration or other proceedings against the Borrower that if adversely determined could reasonably be expected to result in a Material Adverse Effect, a Default or an Event of Default.

(i)    Other Obligations. The Borrower is not in default in any material respect in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement, document or instrument to which it is a party or by which it is bound.

(j)    Financial Information. (i) All financial information provided to the Lender by or on behalf of the Borrower and its Subsidiaries has been prepared in accordance with GAAP and fairly presents, in accordance with GAAP consistently applied, the consolidated financial condition of the Borrower and its Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates. Except as fully disclosed in such financial information, there were no liabilities or obligations with respect to the Borrower of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to have a Material Adverse Effect on the Borrower.

(ii)    Since the last Friday in March, 2018, there has been no material

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adverse change in the operations, condition (financial or otherwise), business, assets or prospects of the Borrower and its Subsidiaries, taken as a whole, or of the Borrower or any of its Subsidiaries, on an individual basis.

(k)    Accuracy of Information. All factual information heretofore or contemporaneously furnished by or on behalf of the Borrower to the Lender for purposes of, or in connection with, this Credit Agreement, any other Loan Document or any transaction contemplated hereby or thereby (true and complete copies of which were furnished to the Lender in connection with its execution and delivery hereof) is, and all other factual information hereafter furnished by or on behalf of the Borrower to the Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified and, in respect of such information heretofore or contemporaneously furnished to the Lender, as of the date of the execution and delivery of this Credit Agreement by the Lender, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information not misleading.

(1)    Seniority. The obligations of the Borrower under this Credit Agreement and the other Loan Documents to which it is a party rank, and at all times shall rank, at least pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated Indebtedness of the Borrower.

(m)    Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

(n)    Permits, Etc. The Borrower has all permits, consents, licenses, authorizations, approvals, entitlements and accreditations required for it lawfully to own, lease, manage or operate, or to acquire each business currently owned, leased, managed or operated, or to be acquired, by it. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, consent, license, authorization, approval, entitlement or accreditation and which could reasonably be expected to result in a Material Adverse Effect, a Default or an Event of Default, and there is no claim that any such permit, consent, license, authorization, approval, entitlement or accreditation is not in full force and effect.

(o)    Environmental Matters. Except to the extent not reasonably expected to result in a Material Adverse Effect or a Default or an Event of Default, (i) none of the operations of the Borrower or any of its Subsidiaries violates, in any material respect, any Environmental Law, (ii) no Environmental Action has been asserted against the Borrower or any of its Subsidiaries in writing nor does the Borrower have any knowledge of any threatened or pending Environmental Action against the Borrower, any of its Subsidiaries or any predecessor in interest, (iii) neither the Borrower nor any of its Subsidiaries has incurred any Environmental Liabilities and Costs and (iv) to the Borrower’s knowledge, neither the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any release of any Hazardous Material into the environment.

(p)    ERISA. The Borrower and each of its Subsidiaries are in compliance in all material respects with all applicable provisions of ERISA. Neither a reportable Event nor a Prohibited Transaction has occurred and is continuing with respect to any Plan; no notice of intent to terminate a Plan has been filed, nor has any Plan been terminated; no circumstances exist which constitute grounds entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; neither the Borrower nor any Commonly Controlled Entity has completely or partially withdrawn from a Multiemployer Plan; the Borrower and each Commonly

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Controlled Entity have met their minimum funding requirements under ERISA with respect to all of their Plans, and the present value of all vested benefits, under each Plan does not exceed the fair market value of all Plan assets allocable to such benefits, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA; and neither the Borrower nor any Commonly Controlled Entity has incurred any liability to the PBGC under ERISA.

(q)    Sanctions and Anti-Corruption Laws. Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of its or their respective directors, officers, employees , affiliates, agents or representatives is, or is owned or controlled by a Person that (i) is the subject or target of any Sanctions, (ii) is or has violated any Anti-Corruption Laws or (iii) is located, organized or resident in a country or territory that is, or whose government is, then the subject or target of any Sanctions.

(r)    Solvency. The Borrower and its Subsidiaries, on both an individual and a consolidated basis, are Solvent and will be Solvent after giving effect to the transactions contemplated by this Credit Agreement and the other Loan Documents.

(s)    USA PATRIOT Act Compliance. The Borrower shall, and shall cause each of its Subsidiaries and Affiliates to, provide, such information and take such actions as are reasonably requested by the Lender in order to assist the Lender in maintaining compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Beneficial Ownership Regulation or similar laws and the rules and regulations promulgated thereunder, in each case, as the same may be in effect from time to time (the “USA Patriot Act”).

(t)    Beneficial Ownership Certification. As of the date hereof, the information set forth in any Beneficial Ownership Certification is true and correct in all respect.

(u)    Exclusion of Anti-Social Forces. (i) To the best of each Borrower’s knowledge, neither such Borrower nor any of its Related Parties falls or fell in the last five (5) years under an organized crime group (“Boryokudan”), or is or was in the last five (5) years a member of a Boryokudan (“Boryokudanin”), a sub-member of a Boryokudan (“Boryokudan jyun-koseiin”), a corporation related to a Boryokudan (“ Boryokudankanren gaisha”), a racketeer attempting to extort money or unjust benefit from a company by threatening to cause trouble at the general stockholders’ meeting or abusing rights entitled to stockholders (“Soukaiya”), a racketeer acting as if advocating legitimate social causes (“Shakai undou nado hyoubou goro”), or a special intelligence organized crime group (“Tokushu chinou boryoku shudan”), or a person or organization equivalent to any of the above (collectively, “Anti-Social Forces”), or currently or in the last five (5) years:

(A)    has or had a relationship with Anti-Social Forces that shows their control over the entity’s management;

(B)    has or had a relationship with Anti-Social Forces that shows their substantial involvement in the entity’s management;

(C)    has or had a relationship with Anti-Social Forces that shows reliance on Anti-Social Forces for the purpose of unfairly benefiting oneself, one’s own company or third parties or of damaging third parties;

(D)    has or had a relationship that shows provision of funds, benefits or services to Anti-Social Forces; or

(E)    does or did any of the board members or other personnel substantially involved in its management engage in socially condemnable relationship with Anti-Social Forces.

(ii) Neither any Borrower nor any of its Related Parties, itself or through the

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use of third parties, is or has engaged in any of the actions described in the following subparagraphs:

(A)    making any demand made with forceful behavior and acts of violence;

(B)    making any demand to third parties in excess of responsibilities legally owed by such third parties;

(C)    use of threatening action or statements or violent acts and behaviors in connection with any transaction between itself and another party;

(D)    acts and behaviors which could damage the credit of the Lender or disturb the business of the Lender by spreading false rumors or by the use of fraudulent means or by force; or

(E)    other acts and behavior equivalent to the above.

4.    Covenants. The Borrower hereby covenants to the Lender that during the term of this Credit Agreement or so long as (i) any amounts owed hereunder or under any other Loan Document are outstanding or (ii) the Revolving Loan Commitment has not been permanently reduced to zero, the Borrower shall perform the following obligations:

(a)    Financial Statements. The Borrower will deliver to the Lender: (i) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Borrower a consolidated balance sheet as of the end of such fiscal year and the related statements of support and revenue, expenses and cash flows of the Borrower and its Subsidiaries, setting forth in comparative form the corresponding figures from the immediately preceding fiscal year of the Borrower which shall be in reasonable detail and shall be audited by independent certified public accountants selected by the Borrower and reasonably satisfactory to the Lender, and as to which such accountants shall have expressed a written opinion that such statements fairly present the financial position of the Borrower and its Subsidiaries for the period then ended and have been prepared in accordance with GAAP consistently applied, and that the examination of such accounts was made in accordance with generally accepted auditing standards, as in effect from time to time, and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary under the circumstances; and

(ii)    as soon as available and in any event within forty five (45) days after the end of each of the first three fiscal quarters of the Borrower a consolidated balance sheet and the related statements of cash flows and statements of support and revenue, expenses and cash flows of the Borrower and its Subsidiaries as at the end of such quarter and for the period commencing at the’ end of the immediately preceding fiscal year of the Borrower and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding fiscal year of the Borrower, which shall be in reasonable detail and shall be certified by the Chief Financial Officer of the Borrower as fairly presenting the financial position of the Borrower and its Subsidiaries for the period then ended and as having been prepared in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Lender, subject to year-end adjustments

(iii)    The Lender agrees that for so long as it is in possession of any material non-public information regarding the Borrower or any securities issued by the Borrower, as the term “material non-public information” is used in Regulation FD promulgated by the U.S. Securities and Exchange Commission, the Lender will (A) maintain such material non-public information in confidence; provided that the Lender is permitted to disclose such material non-public information in the event it is required by law, regulation, legal process or requested by any

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Governmental Authority and (B) will not purchase, sell or otherwise engage in any similar transaction relating to the securities of the Borrower.

(b)    ERISA Reports. As soon as possible, and in any event within forty-five (45) days after the Borrower knows or has reason to know that any circumstances exist that constitute grounds entitling the PBGC to institute proceedings to terminate a Plan subject to ERISA with respect to the Borrower or any Commonly Controlled Entity, and promptly but in any event within two (2) Business Days of receipt by the Borrower or any Commonly Controlled Entity of notice that the PBGC intends to terminate a Plan or appoint a trustee to administer the same, and promptly but in any event within five (5) Business Days of the receipt of notice concerning the imposition of withdrawal liability in excess of $1,000,000 with respect to the Borrower or any Commonly Controlled Entity, the Borrower will deliver to the Lender a certificate of the chief financial officer of the Borrower setting forth all relevant details and the action which the Borrower proposes to take with respect thereto.

(c)    Additional Information. The Borrower shall make available and provide to the Lender such further information and documents concerning its business and affairs including, without limitation, budgets and business plans of the Borrower and its Subsidiaries as the Lender may from time to time reasonably request.

(d)    Notices. The Borrower shall promptly notify the Lender of:

(i)    any investigation by, or proceeding in or before, any court, arbitrator, administrative body or agency or other Governmental Authority (other than routine inquiries by a governmental agency), including, without limitation, any Environmental Action, which could reasonably be expected to result in a Material Adverse Effect, Default or an Event of Default and, upon request, provide the Lender with all material documents and information furnished by the Borrower in connection therewith;

(ii)    the occurrence of any Default or Event of Default or any other development which could reasonably be expected to result in a Material Adverse Effect, which notice shall be provided to the Lender as soon as possible, but in no event later than five (5) days after the Borrower becomes aware of the same and shall include a statement as to what action the Borrower has taken and/or proposes to take with respect thereto;

(iii)    any change in the Borrower’s President or Chief Financial Officer; and

(iv)    if any beneficial owners were identified in any Beneficial Ownership Certification delivered in accordance herewith, any change in the information provided in such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification.

(e)    Compliance with Laws, Etc. The Borrower shall comply in all material respects with the requirements of all applicable laws and maintain and preserve its limited liability company existence, rights and privileges.

(f)    Books and Records. The Borrower shall keep and maintain adequate records and books of account, with complete entries made in accordance with GAAP, consistently applied.

(g)    Inspection Rights. The Borrower shall permit the Lender or any agents and representatives of the Lender once during the term of this Credit Agreement during reasonable business hours and, so long as no Default or Event of Default has occurred and is continuing, on reasonable prior notice to the Borrower (it being understood that upon the occurrence of a Default or

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Event of Default, the Lender may at any time and from time to time exercise the rights set forth in this clause (g)), to examine and make copies of and abstracts from its records and books of account, to visit and inspect its properties, to conduct audits and make examinations and discuss its affairs, finances, prospects, accounts and such other matters as it reasonably requests, including, without limitation any event or circumstance which may result in a Material Adverse Effect, a Default or an Event of Default, with any of its directors, officers, employees, accountants or other professional advisors or representatives (collectively, the “Financial Persons”). This provision shall serve as an authorization and direction by the Borrower to all such Financial Persons to reasonably cooperate with the Lender in connection with any such inquiry or examination on the part of the Lender or its representatives.

(h)    Insurance. The Borrower shall maintain and cause each of its Subsidiaries to maintain (in each case in the Borrower’s name or in the name of such Subsidiary, as the case may be), with responsible, financially sound and reputable insurance companies insurance with respect to its properties and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar businesses.

(i)    Taxes. The Borrower shall pay and discharge all taxes, assessments, levies and governmental charges upon it or against any of its properties, assets or income prior to the date after which penalties attach for failure to pay except to the extent that (i) the Borrower shall be contesting in good faith its obligation to pay such taxes, assessments, levies and charges and the Borrower has adequately accrued for such payments, or (ii) the failure to pay such taxes, assessments, levies and charges could not reasonably be expected to result in a Material Adverse Effect, a Default or an Event of Default.

(j)    Further Assurances. The Borrower shall do, execute, acknowledge and deliver at the sole cost and expense of the Borrower, all documents, instruments and agreements and take such further acts and deeds as the Lender may reasonably require from time to time to carry out the intention or facilitate the performance of the terms of this Credit Agreement or any other Loan Document.

(k)    Merger, Consolidation, etc. The Borrower shall not:

(i)     merge, consolidate or amalgamate with or into any other Person unless: (A) the Borrower is the surviving entity, (B) the Borrower provides the Lender with at least 30 days prior written notice thereof, (C) the documentation in connection therewith is reasonably satisfactory in form and substance to the Lender, (D) the Borrower provides the Lender with such documents, certificates and opinions as the Lender may reasonably request, in form and substance reasonably satisfactory to the Lender, including, without limitation, a legal opinion given by counsel reasonably satisfactory to the Lender regarding the legal, valid and binding nature of the Loan Documents and the enforceability thereof and such other matters as the Lender may reasonably request and (E) no Material Adverse Effect, Default or Event of Default shall occur and be continuing both immediately before and immediately after such merger, consolidation or amalgamation;

(ii)     dissolve, wind-up or liquidate;

(iii)    purchase or otherwise acquire all, or substantially all, of the assets, liabilities or properties of any other Person unless no Material Adverse Effect, Default or Event of Default shall occur and be continuing both immediately before and immediately after such purchase or acquisition; or

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(iv)    sell, lease, transfer or otherwise dispose of all or substantially all of its assets or properties in any one or a series of transactions.

(l)    Change in Nature of Business. The Borrower shall not make any changes in the nature of its business activities as presently conducted except to the extent not reasonably likely to result in a Material Adverse Effect, Default or Event of Default.

(m)    Transactions with Affiliates. The Borrower shall not enter into any transaction with any of its Affiliates unless such transaction is otherwise permitted hereunder or is in the ordinary course of business of the Borrower and upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

(n)    Organizational Documents. The Borrower shall not amend any of its organizational documents in any manner which is reasonably likely to materially adversely affect the Lender’s rights under any of the Loan Documents or its ability to enforce any such rights.

(o)    Fiscal Year. The Borrower shall not permit its fiscal year to end on a day other than the last Friday in March.

(p)    [Reserved]

(q)    Financial Covenants. The Borrower shall not permit (i) any of the Consolidated Income Before Income Tax and the Consolidated Net Income to be less than $0 for any of the Borrower’s fiscal years, or (ii) Consolidated Income Before Income Tax and the Consolidated Net Income to be less than $0 for any three consecutive Year To Date Periods.

(r)    Sanctions; Anti-Corruption Laws. The Borrower shall not, directly or indirectly, use the proceeds of any Revolving Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund or facilitate any activities or business of, with or relate d to any Person that is or in any country or territory that is, or whose government is, at the time of such funding or facilitation, the subject or target of Sanctions or (ii) in any other manner that would result in a violation of Sanctions or Anti-Corruption Laws by any Person (including any Person participating in any Revolving Loan, whether as lender, underwriter, advisor, investor or otherwise).

(s)    Exclusion of Anti-Social Forces. (i) The Borrower shall ensure that neither the Borrower nor any of its employees falls under Anti-Social Forces, has any relationship described in Section 3(u)(i)(A) through (E) above, or engages, either by itself or through the use of third parties, in any conducts described in Section 3(u)(ii)(A) through (D) above.

(ii)    The Borrower shall use commercially reasonable efforts to ensure that none of its Related Parties (other than its employees) falls under Anti-Social Forces, has any relationship described in Section 3(u)(i)(A) through (E) above, or engages, either by itself or through the use of third parties, in any conducts described in Section 3(u)(ii)(A) through (D) above.

5.       Conditions Precedent to the Initial Revolving Loans.

5.1.    The obligation of the Lender to make the initial Revolving Loan is subject to the prior fulfillment of the following conditions:

(a)    Documents. The Lender shall have received the following, each in form and substance satisfactory to the Lender:

(i)    Executed Agreement. This Credit Agreement, duly executed by an authorized officer of the Borrower.

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(ii)    Note. The Note, duly executed by an authorized officer of the Borrower.

(iii)    Officer’s Certificate. A certificate of an authorized officer of the Borrower, substantially in the form of Exhibit B hereto, certifying, among other things, as to (w) the organizational documents of the Borrower, a copy of which is attached thereto, (x) resolutions of the managers of the Borrower authorizing the Borrower to execute, deliver and perform this Credit Agreement, the Note and any other Loan Documents to which it is a party, a copy of which is attached thereto, (y) the names and signatures of the officers of the Borrower authorized to execute this Credit Agreement , the Note and the other Loan Documents to which it is a party and (z) the fact that there have been no changes in the organizational documents or operating agreement (or the equivalent thereof), if any, of the Borrower since the date of the most recent certification thereof.

(iv)    Notice of Borrowing. A Notice of Borrowing duly executed by an authorized officer of the Borrower as required under Section 2.2 hereof. The submission by the Borrower of such Notice of Borrowing to the Lender and the Borrower’ s acceptance of the proceeds of such Revolving Loan shall be deemed to be a representation and warranty by the Borrower that all of the applicable conditions precedent set forth herein have been satisfied.

(v)    Other Items. (A) All documentation and other information reasonably requested by the Lender under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, (B) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower and (C) Such other agreements, instruments, approvals, opinions and documents as the Lender may reasonably request.

(b)    Fees and Expenses. The Lender shall have received all of the fees, costs and expenses that are then due and payable hereunder and under the other Loan Documents.

(c)    Legality. The making of such Revolving Loan shall not contravene any law, rule or regulation applicable to the Lender or the Borrower.

(d)    Representations and Warranties. All of the representations and warranties contained in Section 3 of this Credit Agreement, in each other Loan Document and in each certificate and other writing delivered to the Lender pursuant hereto or thereto on or prior to the date of such Revolving Loan shall be true and correct as though made on and as of such date (unless such representations and warranties are made as of an earlier date, in which case they shall be true and correct as of such earlier date). The acceptance by the Borrower of the proceeds of such Revolving Loan shall be deemed to be a representation and warranty by the Borrower to the Lender to such effect.

(e)    Defaults; Material Adverse Effect. No Default, Event of Default or Material Adverse Effect shall have occurred and be continuing on the date of such Revolving Loan or could reasonably be expected to result from making such Revolving Loan. The acceptance by the Borrower of the proceeds of such Revolving Loan shall be deemed to be a representation and warranty by the Borrower to the Lender to such effect.

5.2.    Subsequent Loans. The obligation of the Lender to make any subsequent Revolving Loan shall, in addition to the fulfillment of the conditions set forth in Section 5.1 above, be subject to the following:

(a)    Notice of Borrowing. The Lender shall have received a Notice of Borrowing, duly executed by an authorized officer of the Borrower as required under Section 2.2 hereof. The

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submission by the Borrower of such Notice of Borrowing to the Lender and the Borrower’ s acceptance of the proceeds of such Revolving Loan shall be deemed to be a representation and warranty by the Borrower that all of the applicable conditions precedent set forth herein have been satisfied.

(b)    Fees and Expenses. The Lender shall have received all of the fees, costs and expenses that are then due and payable hereunder and under the other Loan Documents.

(c)    Legality. The making of such Revolving Loan shall not contravene any law, rule or regulation applicable to the Lender or the Borrower.

(d)    Representations and Warranties. All of the representations and warranties contained in Section 3 of this Credit Agreement, in each other Loan Document and in each certificate and other writing delivered to the Lender pursuant hereto or thereto on or prior to the date of such Revolving Loan shall be true and correct as though made on and as of such date (unless such representations and warranties are made as of an earlier date, in which case they shall be true and correct as of such earlier date).

(e)    Defaults. No Default, Event of Default or Material Adverse Effect shall have occurred and be continuing on the date of such Revolving Loan or would result from making of such Revolving Loan.

(f)    Other Items. The Lender shall have received such other agreements, instruments, approvals, opinions and documents as the Lender may reasonably request.

6.       Events of Default.

6.1.    Events of Default. Each of the following events and occurrences shall constitute an “Event of Default” under this Credit Agreement:

(a)    The Borrower shall fail to pay when due and payable any amount that the Borrower is obligated to pay under (i) this Credit Agreement or the Note and, in the case of any such amounts other than the principal amount of any Revolving Loan, such failure shall continue for a period of five (5) Business Days, (ii) any other Loan Document to which it is a party or (iii) any other note, instrument or agreement evidencing Indebtedness of the Borrower to the Lender, subject to any applicable grace period provided for therein; or

(b)    Any representation or warranty made or deemed made by the Borrower in any Loan Document or any certificate, report or other document delivered to the Lender pursuant to any Loan Document shall have been incorrect or misleading in any material respect when made, deemed made or confirmed; or

(c)    The Borrower shall fail to perform or shall violate any provision, covenant, condition or agreement in Section 4(k) to 4(q) of this Credit Agreement; or

(d)    The Borrower shall fail to perform or shall violate any provision, covenant, condition or agreement of this Credit Agreement or any other Loan Document on its part to be performed or observed (other than those set forth in paragraphs (a), (b) and (c) of this Section 6.1) and such failure or violation is not remediable or, if remediable, continues unremedied for a period of fifteen (15) Business Days after the earlier of (i) notice from the Lender or (ii) such time as the Borrower becomes aware of the same; or

(e)    Any event or condition shall occur that results in the acceleration of the maturity of any Indebtedness of the Borrower or any of its Material Subsidiaries under any agreement , document or instrument with respect to an amount of Indebtedness equal to or greater

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than $5,000,000 (or the equivalent thereof in any foreign currency) in the aggregate for the Borrower and its Material Subsidiaries, or that enables the holder of such Indebtedness or any person acting on such holder’ s behalf to accelerate the maturity thereof; or

(f)    The Borrower or any of its Material Subsidiaries is adjudicated a bankrupt or insolvent or admits in writing its inability to pay its debts as they become due or makes an assignment for the benefit of creditors, or ceases doing business as a going concern or applies for or consents to the appointment of any receiver or trustee, or such receiver, trustee or similar officer is appointed with the application or consent of the Borrower or any of its Material Subsidiaries, as the case may be, or bankruptcy, dissolution, liquidation or reorganization proceedings (or proceedings similar in purpose and effect) are instituted by the Borrower or any of its Material Subsidiaries or are instituted against (and not vacated or discharged within 60 days) the Borrower or any of its Material Subsidiaries; or

(g)    Any money judgment or warrant of attachment or similar process involving, individually or in the aggregate for the Borrower and its Material Subsidiaries, in excess of $5,000,000 (or the equivalent thereof in any foreign currency) shall be entered or filed against the Borrower or the relevant Material Subsidiary and shall remain undischarged, unvacated or unbonded for a period of 60 days; or

(h)    The validity or enforceability of this Credit Agreement or any other Loan Document, or any provisions thereof, shall be contested by or on behalf of the Borrower; or a proceeding shall be commenced by any Governmental Authority having jurisdiction over the Borrower seeking to establish the invalidity thereof; or the Borrower shall deny that it has any further liability or obligation under any Loan Document to which it is a party; or

(i)    Any of the following events shall occur or exist with respect to the Borrower and any Commonly Controlled Entity: any Reportable Event shall occur; complete or partial withdrawal from any Multiemployer Plan shall take place; any Prohibited Transaction shall occur; a notice of intent to terminate a Plan shall be filed, or a Plan shall be terminated; or circumstances shall exist which constitute grounds entitling the PBGC to institute proceedings to terminate a Plan, or the PBGC shall institute such proceedings; and in each case above, such event or condition, together with all other events or conditions, if any, could subject the Borrower to any tax, penalty, or other liability which in the aggregate may exceed $5,000,000; or

(j)    The Borrower shall fail to submit to the Lender, a letter of guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Letter of Guaranty”) made by the Parent, which shall guarantee all the Borrower’s obligations under this Credit Agreement and the Loan Documents, and shall be in form and substance satisfactory to the Lender within ninety (90) days after the Borrower fails to perform or violates the covenants set forth in Section 4(q) of this Credit Agreement as indicated in the financial statements delivered to Lender pursuant to Section 4(a) of this Credit Agreement; or

(k)    The Parent shall cease to own, directly or indirectly a majority of the outstanding membership interests of the Borrower; or

(l)    A Material Adverse Effect has occurred and is continuing.

6.2.    Consequence of Default. Upon the occurrence of any Event of Default (i) described in subsection (f) of Section 6.1, the outstanding amount of the Revolving Loan Commitment shall automatically be terminated and the outstanding amount of all Revolving Loans and all other amounts payable hereunder, under the Note and under any other Loan Document shall automatically become immediately due and payable, without presentment, demand, protest or other requirement of

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any kind, all of which are hereby expressly waived by the Borrower or (ii) described in any other subsection of Section 6.1 and during the continuance thereof, the Lender may, by notice of default given to the Borrower, terminate the Revolving Loan Commitment and declare all of the outstanding principal amount of all Revolving Loans and all other amounts payable hereunder, under the Note and under any other Loan Document to be immediately due and payable, whereupon the Revolving Loan Commitment shall be terminated and the unpaid principal amount of the Note, together with accrued interest thereon, and all such other amounts, shall be immediately due and payable without presentment, protest, demand or other requirement of any kind, each of which is hereby expressly waived by the Borrower. The rights and remedies of the Lender under this Credit Agreement are in addition to, and not in substitution of, the rights and remedies the Lender is entitled to exercise at law, in equity and under any other Loan Document.

7.       Additional Costs and Expenses; Indemnity.

7.1.    General.

(a)    The Borrower shall pay to Lender on demand all reasonable out-of-pocket costs and expenses of the Lender actually incurred in connection with: (i) the preparation, execution, delivery and enforcement of, and the preservation or protection of the Lender’s rights under, this Credit Agreement, the Note and any other Loan Documents , (ii) the negotiation of any restructuring, work-out or renegotiation of any terms of this Credit Agreement, the Note or any other Loan Document or the obligations of the Borrower or the Parent hereunder or thereunder and (iii) the response to any subpoena or similar process compelling the production of documents or other response in connection with this Credit Agreement, the Note or any other Loan Document, including without limitation, in each case, the reasonable and actual fees and expenses of outside counsel for the Lender, and the Borrower further agrees to indemnify the Lender and its officers, directors and employees against any losses, damages, claims and expenses arising out of the use or proposed use by the Borrower of the proceeds of any Revolving Loan hereunder including, without limitation, to acquire equity securities of any business or entity. In addition, the Borrower agrees to defend, indemnify and hold harmless the Lender and its officers, directors and employees from and against any losses, damages, liabilities, obligations, penalties, fees, costs and expenses, including without limitation the reasonable and actual fees and expenses of outside counsel for the Lender, arising out of or relating to the negotiation, preparation, execution, delivery, performance, administration or enforcement of this Credit Agreement and the other Loan Documents and any amendment, supplement, modification or waiver with respect hereto or thereto and any claim, litigation, investigation or proceeding relating to any of the foregoing including, without limitation, all Environmental Liabilities and Costs arising from or in connection with: (i) the past, present or future operations of the Borrower or any of its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any release of Hazardous Materials, (ii) any Environmental Action or (iii) a breach by the Borrower or any of its Subsidiaries of any Environmental Law; provided, however, that none of the foregoing indemnity obligations of the Borrower shall extend to any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement to the extent resulting from the willful misconduct or gross negligence of the Lender as determined by a final judgment of a court of competent jurisdiction.

(b)    If any future applicable law, regulation or directive, or any change of any existing law, regulation or directive or in the interpretation thereof, or compliance by the Lender with any request or requirement (whether or not having the force of law) of any relevant central bank or other comparable agency, imposes, modifies or deems applicable any reserve, special deposit, premium, assessment or similar requirement against assets held by, or deposits in or for the account of, or advances or loans by, or any other acquisition of funds by the Lender, any capital adequacy standard or other condition with respect to this Credit Agreement, the Note or any other Loan Document, and the result of any of the foregoing is to increase the cost to the Lender of maintaining advances or credit or to reduce

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any amount receivable in respect thereof, then the Lender may notify the Borrower, and the Borrower shall pay within five (5) Business Days of the date of such notice such amount as the Lender may specify to be necessary to compensate the Lender for such reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at the same rate applicable to the Revolving Loans. The determination by the Lender of any amount due under this Section 7.1(b) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be conclusive evidence thereof.

(c)    If, by reason of any applicable present or future law or regulation or regulatory requirement or the interpretation or application thereof, it shall be unlawful or otherwise prohibited for the Lender to make or maintain any Revolving Loan or give effect to any of its obligations or benefits as contemplated by this Credit Agreement and the other Loan Documents, the obligation of the Lender to make, fund and maintain any Revolving Loans under this Credit Agreement shall be suspended until the Lender shall notify the Borrower that the circumstances causing such suspension no longer exist and the Borrower shall forthwith prepay to the Lender the principal amount of all Revolving Loans then outstanding, together with interest accrued thereon and all other amounts owed with respect thereto, including, without limitation, amounts owed pursuant to Section 7.1(d) hereof.

(d)    If, due to any prepayment pursuant to Section 2.5 hereof, any failure to borrow, continue, convert or prepay any LIBOR Rate Loan by the Borrower on the date specified in any notice delivered pursuant hereto, the conversion for any reason of a LIBOR Rate Loan other than on the last day of an Interest Period therefor or any acceleration of the maturity of any Revolving Loan pursuant to Section 6 hereof, Section 7.l(c) or any other prepayment hereunder, the Lender is subject to a change of interest rate on any Revolving Loan or the Lender receives payment of principal of any Revolving Loan other than as provided in Section 2.4 hereof or any failure by the Borrower to prepay or borrow any Loan on the date or in the amount notified by the Borrower, the Borrower shall, promptly after demand by the Lender, pay to the Lender any amounts required to compensate the Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such change or payment, including, without limitation, any loss, cost or expense incurred by reason of liquidation or reemployment of deposits or other funds acquired by the Lender to fund or maintain any Revolving Loan. A certificate setting forth the amount of such additional losses, costs or expenses submitted to the Borrower by the Lender shall, in the absence of manifest error, be conclusive evidence thereof.

(e)    Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 7.1 shall survive the payment in full of the principal, interest and all other amounts under this Credit Agreement and under any other Loan Document and the termination of this Credit Agreement and each other Loan Document.

7.2.    Taxes.

(a)    Any and all payments made by the Borrower hereunder shall be made free and clear of, and without deduction for, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities, being hereinafter referred to as “Taxes”). If and to the extent the laws of the United States or any political subdivision thereof require that Taxes on the income of the Lender be withheld from any payment of interest, (i) the amount of such payment of interest shall be increased to the extent necessary to cause the Lender to receive (after the withholding of such Taxes) an amount equal to the amount it would have received had the

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withholding of such Taxes not been required, and (ii) the Borrower shall withhold such Taxes from such increased payment of interest and pay such Taxes to the relevant taxation authority or other authority for the account of the Lender in accordance with applicable law.

(b)     In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Loan Document or from the execution, delivery, registration, consummation or administration of, or otherwise with respect to, this Credit Agreement or any other Loan Document or any amendment, supplement or modification of, or waiver with respect to, this Credit Agreement or such other Loan Document, excluding, in each case, taxes on the overall net income of the Lender (hereinafter referred to as “Other Taxes”).

(c)    The Borrower shall indemnify the Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 7.2) paid by the Lender or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within five (5) days after the date the Lender makes written demand therefor.

(d)    Within 30 days after the date of payment of any Taxes with respect to any payment due hereunder or under any other Loan Document, the Borrower will furnish to the Lender, at its address referred to in Section 8.6 hereof, the original or a certified copy of a receipt evidencing payment thereof.

(e)    Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 7.2 shall survive the payment in full of the principal, interest and all other amounts under this Credit Agreement and under any other Loan Document and the termination of this Credit Agreement and each other Loan Document.

8.       Miscellaneous.

8.1.    Entire Agreement. This Credit Agreement, the other Loan Documents and the documents referred to herein and therein constitute the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to the transactions herein and therein contemplated.

8.2.    No Waiver; Cumulative Rights. The failure or delay of the Lender to require performance by the Borrower of any provision of this Credit Agreement shall not operate as a waiver thereof, nor shall it affect the Lender’s rights to require performance of such provision at any time thereafter, nor shall it affect or impair any of the remedies, powers or rights of the Lender with respect to any other or subsequent failure, delay or default. Each and every right granted to the Lender hereunder or under any other Loan Document or in connection herewith or therewith shall be cumulative and may be exercised at any time.

8.3.    Assignment; Binding Effect.

(a)    This Credit Agreement shall be binding upon and shall be enforceable by the Borrower and the Lender and their respective successors and assigns.

(b)    The Lender shall be permitted to assign and participate any Revolving

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Loan and all of its other rights and obligations hereunder or under the other Loan Documents without the requirement of any consent or approval by the Borrower.

(c)    The Borrower shall not be permitted to assign or otherwise transfer, in whole or in part, its rights and obligations hereunder or under any other Loan Document without the prior written consent of the Lender and any such assignment or transfer without the Lender’ s prior written consent shall be null and void.

8.4.    GOVERNING LAW; JURY TRIAL. THIS CREDIT AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY ACTION RELATED TO THIS CREDIT AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT.

8.5.    Submission to Jurisdiction.

(a)    The Borrower hereby irrevocably agrees that any legal action or proceedings against it with respect to this Credit Agreement, the Note or any other Loan Document may be brought in any court of the State of New York or any Federal Court of the United States of America located in the City or State of New York, or both, as the Lender may elect, and by execution and delivery of this Credit Agreement the Borrower hereby submits to and accepts with regard to any such action or proceeding service of process by the mailing of copies thereof by registered or certified airmail, postage prepaid, to the Borrower at its address set forth in Section 8.6 hereof.

(b)    The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Credit Agreement, the Note or any other Loan Document in the State of New York and hereby further irrevocably waives any claim that the State of New York is not a convenient forum for any such suit, action or proceeding.

8.6.    Notices. Any notice hereunder shall be in writing and shall be personally delivered, transmitted by postage prepaid, registered or certified mail or by overnight mail, or transmitted by telephonic facsimile (“ FAX”) to the parties as follows:

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All notices and other communications shall be deemed to have been duly given on (i) the date of receipt if delivered personally, (ii) the date five (5) days after posting if transmitted by registered or certified mail, (iii) on the Business Day after having been sent if transmitted by overnight mail with a reputable courier or (iv) the date of transmission if transmitted by FAX and receipt is confirmed.

8.7.    Amendments. No amendment or waiver of any provision of this Credit Agreement and the other Loan Documents, and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

8.8.    Usury. Anything in this Credit Agreement to the contrary notwithstanding, the obligation of the Borrower to pay interest on any Revolving Loan and the Note or any other amount due and owing hereunder or under any other Loan Document shall be subject to the limitation that no payment of such interest shall be required to the extent that receipt of such payment would be contrary to applicable usury laws.

8.9.    Counterparts; Facsimile Signature. This Credit Agreement may be signed in any number of counterparts. Either a single counterpart or a set of counterparts when signed by all the parties hereto shall constitute a full and original agreement for all purposes. Delivery of any executed signature page hereof or of any amendment, waiver or consent to this Credit Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart thereof.

8.10.    Severability. Any provision of this Credit Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

8.11.    Right of Set-Off. Upon the occurrence and during the continuance of any Event of Default, the Lender is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by the Lender or any of its Affiliates (including any branch or agency of the Lender or any of its Affiliates) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing hereunder or under any other Loan Document, irrespective of whether or not the Lender shall have made any demand hereunder or thereunder and although such obligations may be unmatured. The Lender agrees promptly to notify the Borrower after any such set-off and application , provided that the failure to give such notice shall not affect the validity of such set-off and application or any obligations of the Borrower to the Lender hereunder or under any other Loan Document or otherwise. The rights of the Lender under this Section 8.11 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have under law, equity or otherwise.

8.12.    No Party Deemed Drafter. The Borrower and the Lender agree that no party hereto shall be deemed to be the drafter of this Credit Agreement.

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8.13.    USA Patriot Act Notification. The following notification is provided to the Borrower pursuant to Section 326 of the USA Patriot Act:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit or other financial services product. WHAT THIS MEANS FOR THE BORROWER: When the Borrower opens an account, the Lender will ask the Borrower for certain information, including, without limitation, the Borrower’s name, tax identification number, business address and other information that will allow the Lender to identify the Borrower. The Lender may also seek to see the Borrower’ s legal organizational documents or other identifying documents, among other things. The Borrower agrees to cooperate with the Lender and provide true, accurate and complete information to the Lender in response to any such request.

8.14.    Pre-existing Loans. The Lender and the Borrower intend that: (i) the terms and conditions of the Revolving Credit Agreement , dated as of January 22, 2018 (the “Existing Credit Agreement”), between the Lender and the Borrower, are amended as set forth in, and restated in their entirety and superseded by, this Credit Agreement and (ii) the “Revolving Loans” under the Existing Credit Agreement shall, on the date hereof, be continued, renewed, restated and converted into Revolving Loans under this Credit Agreement (but shall not be deemed repaid).

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by their duly authorized representatives as of the date first written above.

EXHIBIT A

NOTE

FOR VALUE RECEIVED, ALLEGRO MICROSYSTEMS, LLC (the “Borrower”)

unconditionally promises to pay to the order of Mizuho Bank, Ltd. (the “Lender”) , to and for any account designated by the Lender, the principal sum of Twenty-Five Million United States Dollars ($25,000,000) or such lesser amount as may be outstanding from time to time hereunder and to pay interest thereon at such rates and according to such methods of calculation as are provided pursuant to the Revolving Credit Agreement, dated as of January 22, 2019, between the Borrower and the Lender (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”). The Borrower hereby authorizes the Lender to enter on the schedule attached hereto the dates, amounts, denomination, maturities, interest rates and interest periods applicable to each borrowing and absent manifest error such notations shall be binding and conclusive upon the Borrower; provided, however, that failure by the Lender to make any notation on such schedule or any error in such notations shall in no way affect the Borrower’ s obligation to repay outstanding amounts under this Note.

The outstanding principal of this Note and any accrued interest thereon shall be repaid as set forth in the Credit Agreement, with final payment on the Revolving Credit Termination Date (as defined in the Credit Agreement).

All payments of principal and interest on this Note shall be payable in lawful money of the United States of America in immediately available funds without set-off, defense or counterclaim.

This Note is issued pursuant to the terms of the Credit Agreement and is subject to the terms and conditions and entitled to the benefits therein provided. Upon the occurrence of an Event of Default (as defined in the Credit Agreement), the principal of and the accrued interest on this Note may become due and payable in the manner and with the same effect as provided in the Credit Agreement, without presentment, demand, protest or notice of any kind unless otherwise expressly required therein.

SCHEDULE

EXHIBIT B

OFFICER’S CERTIFICATE OF BORROWER

I, Besnik Thaci, the Treasurer of ALLEGRO MICROSYSTEMS, LLC, a Delaware limited liability company (the “Borrower”), do hereby certify that:

1.    The Borrower has full limited liability company power and authority to execute, enter into and deliver the Revolving Credit Agreement, dated as of January 22, 2019, between the Borrower and MIZUHO BANK, LTD. (the “Lender”) (the “Credit Agreement”; terms defined in the Credit Agreement shall have the same meanings in this certificate) together with the Note and each other Loan Document to which it is a party.

2.    All limited liability company action necessary to authorize the execution, delivery and performance of the Credit Agreement, the Note and each other Loan Document to which it is a party has been taken by properly adopted resolutions of the Managers of the Borrower and such resolutions have not been modified or amended in any respect and are in full force and effect on the date hereof.

3.    Attached hereto as Annex A is a true, correct and complete copy of the Borrower’s Certificate of Formation, together with all amendments thereto, as in effect on and as of the date hereof.

4.    Attached hereto as Annex B is a true, correct and complete copy of the Borrower’s Operating Agreement, together with all amendments thereto, as in effect on and as of the date hereof.

5.    Attached hereto as Annex C is a true, correct and complete copy of the resolutions of the Managers of the Borrower approving and authorizing the execution, delivery and performance of the Credit Agreement, the Note and each other Loan Document which it is a party.

6.    Attached hereto as Annex D is a true, correct and complete copy of a signature card of the Borrower certifying as to the offices, signatures and authority of the persons therein set forth. All of the information on such signature card continues to be true, correct and complete and each such person on such signature card who, as an officer of the Borrower, signed the Credit Agreement, the Note and any other Loan Documents was duly elected or appointed, qualified and acting as such officer at the time of such signing and delivery, and the signature of each such person appearing on such documents is such person’s genuine signature.

7.    All representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof.

8.    No Default or Event of Default or any Material Adverse Effect has occurred and is continuing on and as of the date hereof or would result from the Credit Agreement becoming effective in accordance with its terms, both immediately before and immediately after giving effect to the Revolving Loans.

9.    The Borrower has performed in all material respects all agreements and satisfied in all material respects all conditions, which the Credit Agreement provides shall be performed by it on or before the date hereof.

10.    No proceeding for the winding-up, liquidation, dissolution or sale of all, or substantially all, of the assets of the Borrower is pending or contemplated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Borrower.

Dated: January 22, 2019

I, Paul V. Walsh, the Senior Vice President and CFO of ALLEGRO MICROSYSTEMS, LLC (the “Borrower”) hereby certify that I am the duly elected, qualified and acting Senior Vice President and CFO of the Borrower and that Besnik Thaci is the duly elected, qualified and acting Treasurer of the Borrower and such person’s signature above is the true and genuine signature of such person.

EXHIBIT C

FORM OF NOTICE OF BORROWING

[DATE]

Mizuho Bank, Ltd.

1251 Avenue of the Americas

New York, New York 10020

To Whom it May Concern:

This Notice of Borrowing is delivered to you pursuant to Section 2.2 of the Agreement. Unless otherwise defined herein, all capitalized terms used herein have the meanings ascribed thereto in the Agreement.

The Business Day of the proposed borrowing is [                    ], 20[    ] (the “ Borrowing Date”).

The Borrower hereby requests that a Revolving Loan be made in the aggregate principal amount of $            , of which amount [$             consists of Cost of Funds Rate Loans having an Interest Period ending on                 , 20    ] [and] [$            ] consists of LIBOR Rate Loan having an Interest Period of [    ] month(s)] to the following bank account:

The Borrower hereby acknowledges that, pursuant to Section 5 of the Agreement, each of the delivery of this Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Revolving Loan requested hereby constitute a representation and warranty by the Borrower that, on the Borrowing Date, and before and after giving effect thereto, all statements set forth in the applicable provisions of Section 5 of the Agreement are true and correct in all material respects.