Amended and Restated Commitment Letter, dated September 6, 2017, by and among Wells Fargo Bank, National Association, WF Investment Holdings, LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., SunTrust Bank, SunTrust Robinson Humphrey, Inc. and Beacon Roofing Supply, Inc

WELLS FARGO BANK, NATIONAL ASSOCIATION
WF INVESTMENT HOLDINGS, LLC
WELLS FARGO SECURITIES, LLC
550 S. TRYON STREET
CHARLOTTE, NC 28202

CITIGROUP GLOBAL MARKETS INC.
390 GREENWICH STREET
NEW YORK, NY 10013

BANK OF AMERICA, N.A.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

One Bryant Park

New York, New York 10036

JPMORGAN CHASE BANK, N.A.

383 MADISON AVENUE
NEW YORK, NY 10179

SUNTRUST BANK

SUNTRUST ROBINSON HUMPHREY, INC.

3333 PEACHTREE ROAD

ATLANTA, GA 30326

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

/s/ Anwar S. Young

Name:Anwar S. Young

Title:Authorized Signatory

WF INVESTMENT HOLDINGS, LLC

By:

/s/ Scott Yarbrough

Name:  Scott Yarbrough

Title:

WELLS FARGO SECURITIES, LLC

By:

/s/ Scott Yarbrough

Name:Scott Yarbrough

Title:Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Justin Tichauer

Name:  Justin Tichauer

Title:Managing Director

Borrower:

Beacon Roofing Supply, Inc., a Delaware corporation (the “Borrower”).

Administrative Agent; Collateral Agent:

Citi will act as sole administrative agent and collateral agent (in such capacities, the “Term Loan Administrative Agent”) for a syndicate of banks, financial institutions, investors and other lenders, excluding any Disqualified Institutions, in respect of the Term Loan Facility, and will perform the duties customarily associated with such roles.

Syndication Agent

WF will act as sole syndication agent (in such capacity, the “Term Loan B Syndication Agent” and, together with the Term Loan Administrative Agent, the “Term Loan B Agents”), and will perform the duties customarily associated with such role.

Arrangers:

Citi, WF, MLPFS, JPMCB and STRH will each act as a joint bookrunner and joint lead arranger (collectively, in such capacities, the “Arrangers”) for the Term Loan Facility referred to below, and will perform the duties customarily associated with such roles.

Term Loan Facility:

A seven-year senior secured term loan B facility in an aggregate principal amount of up to $970,000,000 (the “Term Loan Facility”).

Purpose:

The proceeds of the Term Loan Facility will be used by the Borrower on the Closing Date to (a) repay in full all outstanding indebtedness, pay any accrued and unpaid interest, fees and expenses, and terminate any commitments, under the Existing Term Loan Credit Agreement and (b) consummate the other Transactions, including the payment of fees, costs and expenses in connection therewith.

Availability:

The full amount of the Term Loan Facility must be drawn in a single drawing on the Closing Date (or on a prior date if required to be funded into escrow as provided in the Arranger Fee Letter).  Amounts borrowed under the Term Loan Facility and repaid may not be reborrowed.

Maturity and

Amortization:

The Term Loan Facility will mature on the date that is seven years after the Closing Date.  The Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the initial aggregate principal amount of the Term Loan Facility, with the balance due on the maturity of the Term Loan Facility.

Uncommitted Incremental Facilities:

The Borrower shall be entitled on one or more occasions to incur additional term loans (the “Incremental Term Loans”) under (x) the Term Loan Facility (each, an “Incremental Term Increase”), or (y) a newly established tranche of term loans (an “Incremental Term Facility”), in each case (x) under the Operative Documents in an aggregate principal amount not to exceed the greater of (A) $675,000,000 and (B) such other amount, so long as on a pro forma basis after giving effect to the incurrence of any such Incremental Term Increase or Incremental Term Facility, as applicable (and after giving effect to any acquisition consummated concurrently therewith and all other appropriate pro forma adjustment events and calculated as if any Incremental Term Increase or Incremental Term Facility, as applicable, were fully drawn on the effective date thereof), the senior secured leverage ratio (to be defined in a manner to be reasonably agreed) is equal to or less than 3.50 to 1.00 and (y) except as provided above, on substantially the same terms as set forth in the Existing Term Loan Credit Agreement, subject to the Term Loan Documentation Principles.

Nothing contained herein or in the Commitment Letter constitutes, or shall be deemed to constitute, a commitment by any person to provide any Incremental Term Increase or Incremental Term Facility.

Guarantees:

All obligations of the Borrower under the Term Loan Facility will be unconditionally guaranteed on a joint and several basis and on a senior secured basis (the “Guarantees”) by each direct or indirect domestic subsidiary of the Borrower (whether owned on the Closing Date or formed or acquired thereafter, including any such subsidiary acquired in the Acquisition) (the “Guarantors”), in each case subject to customary exceptions and limitations to be substantially the same as those applicable to the guarantee requirements of the Existing Term Loan Credit Agreement and the Subsidiary Guaranty Agreement, dated as of October 1, 2015, among certain subsidiaries of the Borrower, as Subsidiary Guarantors (as defined therein), and Citibank, N.A., as Administrative Agent (as defined therein) (as amended, amended and restated, supplemented or otherwise modified through August 24, 2017, the “Existing TLB Guaranty Agreement”).

Security:

Subject to the Limited Conditionality Provisions, all obligations of the Borrower under the Term Loan Facility and the Guarantees will be secured (1) on a first-priority basis by substantially all the assets of the Borrower and each of the Guarantors, whether owned on the

Closing Date or thereafter acquired consisting of the Term Loan Priority Collateral (as defined in the Intercreditor Agreement, dated as of October 1, 2015, among Wells Fargo Bank, National Association, as the ABL Agent (as defined therein), and Citibank, N.A., as Term Loan Agent (as defined therein) (as amended, amended and restated, supplemented or otherwise modified through August 24, 2017, the “Existing Intercreditor Agreement”)), and (2) on a second-priority basis (junior only to the security interest securing obligations under the ABL Facility) with respect to the ABL Priority Collateral (as defined in the Existing Intercreditor Agreement), except, in the case of each of clauses (1) and (2), Excluded Assets (as defined in the Existing Intercreditor Agreement), and in each case subject to customary exceptions to be substantially the same as those applicable to the collateral requirements of the Existing Term Loan Credit Agreement and the Collateral Agreement, dated as of October 1, 2015, among the Borrower, certain subsidiaries of the Borrower, as Grantors (as defined therein), and Citibank, N.A., as Administrative Agent (as defined therein) (as amended, amended and restated, supplemented or otherwise modified through August 24, 2017, the “Existing TLB Collateral Agreement”).  “Collateral” means the Term Loan Priority Collateral and the ABL Priority Collateral.

Subject to the Limited Conditionality Provisions, all the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation to be substantially the same as those that secure the obligations under the Existing Term Loan Credit Agreement, and none of the Collateral shall be subject to any other liens (other than in favor of the ABL Facility), subject to customary exceptions to be substantially the same as those applicable to the collateral requirements of the Existing Term Loan Credit Agreement and the Existing TLB Collateral Agreement, subject to the Term Loan Documentation Principles.

Intercreditor Agreement:

The lien priority, relative rights and other creditors’ rights issues in respect of the Term Loan Facility and the ABL Facility will be set forth in the Existing Intercreditor Agreement or in another customary intercreditor agreement for a crossing-lien collateral structure that is substantially the same as the Existing Intercreditor Agreement (the “Intercreditor Agreement”).

Mandatory Prepayments:

The loans under the Term Loan Facility shall be prepaid pursuant to mandatory prepayment provisions that will be substantially the same as the mandatory prepayment provisions of the Existing Term Loan Credit Agreement, subject to the Term Loan Documentation Principles.

Voluntary Prepayments:

Voluntary prepayments with respect to the Term Loan Facility may be made at any time, on notice and in minimum principal amounts the same as provided in the Existing Term Loan Credit Agreement, without premium or penalty (except as otherwise provided below

under the caption “Call Protection”); provided that voluntary prepayments of LIBOR Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs.  Each voluntary prepayment of loans under the Term Loan Facility shall be applied to the remaining installments thereof as directed by the Borrower.

Call Protection:

The occurrence of any Repricing Event (to be defined in a manner substantially the same as in the Existing Term Loan Credit Agreement) prior to the date that is six months after the Closing Date will require payment of a fee (the “Prepayment Fee”) in an amount equal to 1.00% of the aggregate principal amount of the loans under the Term Loan Facility subject to such Repricing Event.

Interest Rates:

At the Borrower’s option, loans under the Term Loan Facility may be maintained from time to time as (x) “Base Rate Loans”, which shall bear interest at the Base Rate in effect from time to time plus the Applicable Margin or (y) “LIBOR Loans”, which shall bear interest at the London interbank offered rate for U.S. dollars (adjusted for statutory reserve requirements) as determined by the Term Loan Administrative Agent for the respective interest period (or, if greater at any time, the LIBOR Floor, if applicable) plus the Applicable Margin.

“Applicable Margin” shall mean a percentage per annum equal to in the case of loans under the Term Loan Facility (x) maintained as Base Rate Loans, 1.75%, and (y) maintained as LIBOR Loans, 2.75%.

“Base Rate” shall mean the highest of (w) the rate that the Term Loan Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (x) 1/2 of 1% in excess of the federal funds effective rate, (y) the London interbank offered rate for U.S. dollars for an interest period of one month (adjusted for statutory reserve requirements) plus 1.00% and (z) 1.00% per annum.

“LIBOR Floor” shall mean 0.00% per annum.

Interest periods of 1, 2, 3 and 6 months or, to the extent agreed to by all applicable Lenders, 12 months, shall be available in the case of LIBOR Loans.

Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter.  Interest in respect of LIBOR Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months.  Interest will also be payable at the time of repayment of any loans and at maturity.  All interest on Base Rate Loans and LIBOR Loans shall be based on a

360-day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate or the federal funds effective rate, a 365/366-day year and actual days elapsed).

Any principal payable under or in respect of the Term Loan Facility not paid when due shall bear interest at the applicable interest rate plus 2.00% per annum.  Other overdue amounts (including overdue interest) with respect to the Term Loan Facility shall bear interest at the interest rate applicable to Base Rate Loans under the Term Loan Facility plus 2.00% per annum.

Original Issue Discount/Upfront Fees:

The loans under the Term Loan Facility will be issued to the Lenders participating in the Term Loan Facility at a price of 99.50% (or such greater or lower percentage determined pursuant to the terms of the Arranger Fee Letter) of their principal amount.

Notwithstanding the foregoing, (a) all calculations of interest and fees in respect of loans under the Term Loan Facility will be calculated on the basis of their full stated principal amount and (b) at the option of the Arrangers, any original issue discount may instead be effected in the form of an upfront fee to the applicable Lenders.

Conditions Precedent:

The funding of the loans under the Term Loan Facility shall be subject to only those conditions precedent set forth in Section 3 of the Commitment Letter and in Exhibit E to the Commitment Letter.

Documentation:

The Operative Documents with respect to the Term Loan Facility shall be negotiated in good faith and shall be consistent with this Commitment Letter and the Fee Letter and, in each case except as otherwise expressly provided herein or in the Fee Letter, based on (but no less favorable to the Borrower than) the Existing Term Loan Credit Agreement, the Existing TLB Guaranty Agreement, the Existing TLB Collateral Agreement and related security agreements executed and delivered in connection therewith, with additions, deletions, modifications and other changes as you and the Arrangers shall reasonably agree (i) to permit and give effect to the Transactions and other transactions contemplated hereby, (ii) to provide for and give effect to the Guarantees and the security over the Collateral and the arrangements contemplated by the Intercreditor Agreement, (iii) to reflect changes in law or accounting standards or cure mistakes or defects, (iv) to reflect reasonable administrative, agency and operational requirements of the Term Loan Administrative Agent, and (v) to reflect the operational and strategic requirements of the Borrower and its subsidiaries and the Acquired Company in light of their consolidated capital structure, size, industry and practices, in each case, after giving effect to the Transactions, including as reflected in the Projections.  The “Existing Term Loan Credit Agreement” means the Term Loan Credit Agreement, dated as of October 1,

2015, among the Borrower, Citibank, N.A., as administrative agent and collateral agent, the other lenders, agents and other parties party thereto from time to time (as amended, amended and restated, supplemented or otherwise modified through August 24, 2017). This paragraph and the provisions herein are referred to as the “Term Loan Documentation Principles”.  The Term Loan Documentation Principles, the ABL Documentation Principles and the Bridge Documentation Principles are referred to herein, collectively, as the “Documentation Principles”.

Financial Maintenance Covenant:

None.

Representations and Warranties; Affirmative Covenants; Negative Covenants; Events of Default; Voting; Cost and Yield Protection; Assignments and Participation; Expenses and Indemnification; Governing Law; Forum:

Substantially the same as the Existing Term Loan Credit Agreement, subject to the Term Loan Documentation Principles (it being understood that (a) the documentation for the Term Loan Facility shall include a restriction limiting the Borrower’s ability to amend or modify the terms of preferred shares, including the Preferred Shares, in a manner materially adverse to the lenders under the Term Loan Facility, (b) the Preferred Shares shall not be treated as debt for any purpose under the Term Loan Facility, including for purposes of calculating any financial ratios, covenants or tests thereunder and (c) the payment of any dividends in respect of the Preferred Shares that are made in cash under and in accordance with the Certificate of Designation shall be permitted under the Term Loan Facility, in an amount not to exceed $40 million in any fiscal year, so long as no default or event of default shall have occurred and be continuing at the time of or as a consequence of such payment).

Counsel to Term Loan B Agents and Arrangers:

Cravath, Swaine & Moore LLP

Borrowers:

Each of the wholly-owned subsidiaries of Holdings organized under the laws of a jurisdiction in the United States or Canada with assets to be included in the Borrowing Base after giving effect to the Acquisition (individually, a “Borrower” and collectively, “Borrowers”).  Such subsidiaries organized under the laws of a jurisdiction in Canada are referred to herein as “Canadian Borrowers” and such subsidiaries organized under the laws of a jurisdiction in the United States are referred to herein as “US Borrowers”.  All references to subsidiaries of Holdings include such subsidiaries after giving effect to the Transactions.

Guarantors:

Holdings and all of its existing and subsequently acquired or organized direct or indirect subsidiaries that are not Borrowers and are required to provide Guarantees as set forth herein (individually, a “Guarantor” and collectively, the “Guarantors”, and together with Borrowers, individually a “Loan Party” and collectively, “Loan Parties”).

ABL Administrative and Collateral Agent:

Wells Fargo Bank, National Association will act as sole administrative and collateral agent (in such capacities, “ABL Administrative Agent”) for a syndicate of banks, financial institutions and other lenders, excluding any Disqualified Institutions, in respect of the ABL Facility.

Syndication Agent:

Citi will act as sole syndication agent (in such capacity, the “ABL Syndication Agent”, and together with ABL Administrative Agent, the “ABL Agents”).

Joint Lead Arrangers and Joint Bookrunners:

Wells Fargo Bank, National Association, Citigroup Global Markets Inc., MLPFS, JPMCB and STRH (collectively, in such capacities, the “Arrangers”).

Lenders:

Wells Fargo Bank, National Association (and/or such other affiliate or branch as it may designate), Citi, MLPFS, JPMCB, SunTrust and such other institutions as may become parties to the financing arrangements as lenders (collectively, “Lenders”), but excluding Disqualified Institutions.

Letter of Credit Issuers:

Wells Fargo and any other Lender so designated by Holdings from time to time that agrees to act in such capacity and is reasonably acceptable to ABL

Administrative Agent (in such capacity, each an “Issuing Bank”).

Swingline Lender:

Wells Fargo Bank, National Association (and/or such other affiliate or branch as it may designate) (in such capacity, “Swingline Lender”).

ABL Facility:

The ABL Facility will consist of:

(a)a senior secured revolving credit and letter of credit facility provided to US Borrowers of up to the US Loan Limit (the “US Facility”); and

(b)a senior secured revolving credit and letter of credit facility provided to the Canadian Borrowers of up to the Canadian Loan Limit (the “Canadian Facility”).

(c) The US Facility and the Canadian Facility are individually and collectively, the “ABL Facility.”  The term “Maximum Credit” as used herein means the aggregate of the commitments of Lenders for the US Facility and the Canadian Facility.

(d)A Canadian affiliate of ABL Administrative Agent may be the Lender for such Canadian facility and/or agent or sub-agent.  Notwithstanding anything to the contrary contained herein, the ABL Loan Documents may include additional customary provisions to reflect applicable matters of Canadian law (whether Federal or Provincial).  All references to “$” herein are to the lawful currency of the United States of America. Notwithstanding anything herein to the contrary, SunTrust Bank will not be a Lender under the Canadian Facility.

(e)Loan Parties will appoint Holdings to act as the agent for Loan Parties for all purposes of dealing with ABL Administrative Agent, Issuing Banks, and Lenders, including requesting Revolving Loans and Letters of Credit.

Availability:

The revolving loans under the ABL Facility (“Revolving Loans”) will be available to each Borrower outstanding at any one time of up to the lesser of the aggregate commitments of Lenders in the Canadian Facility or the US Facility, as applicable, or the applicable Borrowing Base of the Borrowers as described below and subject to the terms and conditions of the ABL Loan Documents.  The Canadian Facility will be a subfacility included in the ABL Loan Documents to be provided in Canadian dollars and US dollars to the Canadian Borrowers of up to the equivalent of a $100,000,000, subject to any Facility Increase (the “Canadian Loan Limit”), and subject to the Canadian Borrowing Base.  The US Facility will be provided in US dollars to the US Borrowers in an amount of up to $1,200,000,000, subject to any Facility Increase (the “US Loan Limit”, and together with the Canadian Loan Limit, a “Loan Limit”) and subject to the US Borrowing Base.  

Borrowers shall have the right one time during each 12 month period on such terms and conditions as ABL Administrative Agent and Borrowers may agree to decrease the US Loan Limit and contemporaneously increase the Canadian Loan Limit by the same amount (provided, that, in no event shall the Canadian

Loan Limit be greater than the equivalent of $125,000,000).

Revolving Loans may be drawn, repaid and reborrowed.

Letter of Credit Subfacility:

A portion of the ABL Facility will be available for letters of credit arranged by ABL Administrative Agent and issued by an Issuing Bank (“Letters of Credit”) in an aggregate amount at any time outstanding not to exceed $80,000,000.  Letters of Credit will reduce the amount of the Revolving Loans available under the applicable Borrowing Base and the applicable Loan Limit.

Letters of Credit will be issued by the Issuing Bank and each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit.

Swing Line Facility:

A portion of the ABL Facility will be available as swing line loans (“Swing Line Loans”) with a sublimit on Swing Line Loans to Borrowers outstanding at any time in an amount up to $130,000,000 (allocated between the US Facility and Canadian Facility in amounts to be agreed).  Swing Line Loans will reduce the amount of the Revolving Loans available under the applicable Borrowing Base and the applicable Loan Limit.  The term “Revolving Loans” as used herein includes Swing Line Loans, except as otherwise provided herein.  

Swing Line Loans will be made available by Swing Line Lender and each Lender will purchase an irrevocable and unconditional participation in each Swing Line Loan.

Purpose:

The proceeds of the Revolving Loans under the ABL Facility and the Letters of Credit will be used by Borrowers (a) on the Closing Date, (i) to refinance outstanding indebtedness and pay any accrued and unpaid interest, fees and expenses under the Existing ABL Credit Agreement and (ii) after the application of the proceeds of the Term Loan Facility and Bridge Facility thereto, for the payment of a portion of the consideration payable for the Acquisition (provided, that, in no event will the aggregate amount of the Revolving Loans and Letters of Credit on the Closing Date for the purposes under clause (ii) exceed $382,000,000 nor will the aggregate amount of the Revolving Loans and Letters of Credit on the Closing Date for the purposes under clause (i) and (ii) together exceed (A) if the Closing Date occurs between August 24, 2017 and November 30, 2017, $900,000,000, (B) if the Closing Date occurs between December 1, 2017 and April 30, 2018, $800,000,000 or (C) if the Closing Date occurs between May 1, 2018 and August 31, 2018, $900,000,000 (the applicable borrowing amount referred to in the foregoing clauses (A), (B) or (C), the “Closing Date ABL Borrowing Amount”), and (b) after the Closing Date, for working capital of Borrowers and their subsidiaries and other general corporate purposes including funding capital expenditures and permitted acquisitions.  

Unrestricted

Subsidiaries:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Facility Increase:

Substantially the same as the Existing ABL Credit Agreement, subject to modification based on the ABL Documentation Principles and with any increase in Incremental Commitments (as defined in the Existing ABL Credit Agreement) not to exceed $500,000,000 in the aggregate.

Guarantees:

Substantially the same as the Existing ABL Credit Agreement, the US Guaranty Agreement (as defined in the Existing ABL Credit Agreement) and the Canadian Guaranty Agreement (as defined in the Existing ABL Credit Agreement), subject to the ABL Documentation Principles.

Borrowing Base:

Subject to the terms below with respect to the Alternative Closing Borrowing Base:

US Borrowing Base.  The Revolving Loans to US Borrowers under the US Facility (“US Revolving Loans”) and Letters of Credit for the account of US Borrowers will be subject to availability under the US Borrowing Base calculated as follows:

(a)the amount equal to 85% multiplied by the net amount of eligible accounts of US Borrowers; plus

(b)the amount equal to the lesser of: (i) 70% multiplied by the value of each category of eligible inventory of US Borrowers or (ii) 85% of the Net Recovery Percentage of each category of eligible inventory of US Borrowers multiplied by the value thereof; minus

(c)applicable reserves established by ABL Administrative Agent in its Permitted Discretion in accordance with the terms of the ABL Loan Documents.

Canadian Borrowing Base.  The Revolving Loans to Canadian Borrowers under the Canadian Facility (“Canadian Revolving Loans”) and Letters of Credit for the account of Canadian Borrowers will be subject to availability under the Canadian Borrowing Base calculated as follows:

(a)the amount equal to 85% multiplied by the net amount of eligible accounts of Canadian Borrowers; plus

(b)the amount equal to the lesser of: (i) 70% multiplied by the value of each category of eligible inventory of Canadian Borrowers or (ii) 85% of the Net Recovery Percentage of each category of eligible inventory of Canadian Borrowers multiplied by the value thereof; minus

(c)applicable reserves established by ABL Administrative Agent in its Permitted Discretion in accordance with the terms of the ABL Loan Documents.

The US Borrowing Base and the Canadian Borrowing Base are referred to herein as the “Borrowing Base”; provided, that, if the Alternative Closing Borrowing Base (as defined below) is in effect, then the amount available on the Closing Date (but not on any date thereafter) will be the greater of (A) the Closing Date ABL Borrowing Amount or (B) the Borrowing Base.

The “value” of each category of eligible inventory will be determined at the lower of cost or market, consistent with the current practices of Holdings in effect immediately prior to the Closing Date, without regard to the portion of the value of inventory equal to intercompany profit on the sale thereof or to the extent applicable, write ups or write downs in value with respect to currency exchange rates.  

The term “Net Recovery Percentage” means the fraction, expressed as a percentage (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the applicable category of eligible inventory at such time on a “net orderly liquidation value” (i.e., net of costs and expenses incurred in connection with liquidation) basis determined by reference to the most recent inventory appraisal received by ABL Administrative Agent in accordance with the requirements of the ABL Loan Documents, and (b) the denominator of which is the cost of the aggregate amount of the eligible inventory subject to such appraisal.

The term “Permitted Discretion” as used in this Term Sheet with reference to ABL Administrative Agent, shall mean a determination made in good faith in the exercise of its reasonable business judgment based on how an asset-based lender with similar rights providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it.

The right of ABL Administrative Agent to establish reserves will be in accordance with its customary practices in the exercise of its Permitted Discretion and as may be applicable under the circumstances based on its field examination and other due diligence.  The amount of any reserve established by ABL Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by ABL Administrative Agent in good faith and to the extent that such reserve is in respect of amounts that may be payable to third parties ABL Administrative Agent may deduct such reserve from the Maximum Credit at any time that such limit is less than the amount of the Borrowing Base.  ABL Administrative Agent will provide notice to Holdings as agent for Borrowers of any new categories of reserves that may be established after the Closing Date or any changes in the methodology of the calculation of an existing category of reserves and will consult with Holdings in connection with the basis for such new categories of reserves to the extent Holdings is available in a reasonably timely manner, provided, that, no such consultation shall be required at any time a default or event of default exists or has occurred and is continuing.  New categories of reserves may be established after the Closing Date by ABL Administrative Agent in the exercise of its Permitted Discretion based on either: (i) an event, condition or other circumstance arising after the

Closing Date, or (ii) an event, condition or other circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a Borrower to the field examiners of ABL Administrative Agent prior to the Closing Date (except to the extent that it may have been identified but ABL Administrative Agent has elected not to establish a reserve with respect thereto as of the Closing Date).

Alternative Closing Borrowing Base:

In the event that as of the Closing Date, ABL Administrative Agent has not received a current third party appraisal of the inventory or a final report from the field examinations of the business and collateral of the Acquired Company, the Borrowing Base shall be deemed to be, for purposes of the initial Revolving Loans and Letters of Credit on the Closing Date, the Alternative Closing Borrowing Base.  The “Alternative Closing Borrowing Base” means after the Closing Date the amount equal to (a) the Borrowing Base calculated as provided above, plus (b) (i) if the Closing Date occurs between August 24, 2017 and November 30, 2017, $300,000,000, (ii) if the Closing Date occurs between December 1, 2017 and April 30, 2018, $275,000,000 or (iii) if the Closing Date occurs between May 1, 2018 and August 31, 2018, $300,000,000.

The Alternative Closing Borrowing Base shall only be in effect until the earlier of 60 days after the Closing Date (or such later date as may be agreed by ABL Administrative Agent) or the date ABL Administrative Agent has received the current third party appraisals with respect to the inventory of the Acquired Company and an acceptable draft report or the final report from a current field examination of the Acquired Company, provided, that, ABL Administrative Agent may adjust, in its Permitted Discretion, the Alternative Closing Borrowing Base as to reserves and including only eligible accounts and eligible inventory based on any field examination results at the time that it receives such results and as to the inventory at the time that it receives any appraisal with respect thereto.  On and after the receipt by ABL Administrative Agent of the field examination results and appraisals as provided below, Revolving Loans and Letters of Credit shall be provided to Borrowers subject to the terms and conditions of the ABL Loan Documents and availability under the Borrowing Base, which will be calculated in a manner consistent with the definition of the term Borrowing Base as set forth above.

In the event that ABL Administrative Agent has not received a current third party appraisal of the inventory and a final report from the field examinations of the business and collateral of the Acquired Company prior to the Closing Date, Borrowers shall use commercially reasonable efforts to provide ABL Administrative Agent and the field examiners and appraisers sufficient access and information to complete such field examinations and appraisal on or before the 60th day after the Closing Date (or such later date as may be agreed by ABL Administrative Agent) and the Arrangers and Holdings each agree to cooperate in good faith to cause such field examinations and appraisals with respect to the Acquired Company to be completed as soon as practicable.  If ABL Administrative Agent has not received such appraisals and final report from the field examinations on or prior to the 60th day after the Closing Date

(or such later date as may be agreed by ABL Administrative Agent), availability with respect to the collateral of the Acquired Company shall be zero on and after such 60th day (or such later date as may be agreed by ABL Administrative Agent) until ABL Administrative Agent's receipt and reasonable opportunity to review the results of such appraisal and final report from the field examination.

Eligibility:

Criteria for determining eligible accounts and eligible inventory will be in accordance with ABL Administrative Agent’s customary practices and consistent with asset-based lending facilities for other similarly situated companies in similar businesses as Borrowers for which it is an agent, and as appropriate under the circumstances as reasonably determined by ABL Administrative Agent pursuant to field examinations and other due diligence and as otherwise may be reasonably acceptable to Holdings (but in no event will the eligibility criteria be less favorable than as set forth in the Existing ABL Credit Agreement), subject to (a) the ABL Documentation Principles, and (b) such modifications as ABL Administrative Agent may otherwise reasonably require in respect of the eligible accounts and eligible inventory of the Acquired Company in its Permitted Discretion.

Mandatory Prepayments:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Optional Prepayments:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Interest and Fees:

See Schedules 1 and 2 to this Exhibit C.

Security:

Subject to the Limited Conditionality Provisions, to secure all obligations of each Loan Party under the ABL Facility (and including ABL Bank Product Obligations) (1) on a first-priority basis by substantially all the assets of each Loan Party, whether owned on the Closing Date or thereafter acquired consisting of the ABL Priority Collateral (as defined in the Existing Intercreditor Agreement), and (2) on a second-priority basis (junior only to the security interest securing obligations under the Term Loan Facility) with respect to the Term Loan Priority Collateral (as defined in the Existing Intercreditor Agreement), but excluding,  in the case of each of clauses (1) and (2), Excluded Assets (as defined in the Existing Intercreditor Agreement).

Subject to Limited Conditionality Provisions, all the above-described pledges, security interest and mortgages shall be created on terms, and pursuant to documentation consistent with the ABL Documentation Principles (including, without limitation, in the case of fee interests in real property, by customary items such as satisfactory title insurance and surveys and subject to the delivery of flood certificates and evidence of satisfactory flood insurance, as required by applicable law, provided, that, no mortgage or other security instrument with respect to real property will be executed and delivered until at

least twenty days after each Lender has been provided a life of loan flood zone determination and such other documents for each Flood Hazard Property (as defined in the Existing ABL Credit Agreement) as it may reasonably request to complete its flood insurance diligence), and none of the Collateral shall be subject to any other liens (other than in favor of the ABL Facility and the Term Loan Facility), subject to customary exceptions to be mutually agreed.

As to specific items of Collateral, ABL Administrative Agent may determine not to perfect its security interest therein based on the minimal value thereof relative to the costs of such perfection.

“ABL Bank Product Obligations” means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their subsidiaries and/or (b) any transaction with ABL Administrative Agent or any Lender or any of their affiliates, which arises out of any Bank Product entered into with any Loan Party and any such person, as each may be amended from time to time.

“Bank Products” means any services of facilities provided to any Loan Party by any Lender or any of its affiliates (but excluding Cash Management Services) including, without limitation, on account of (a) swap contracts, (b) merchant services constituting a line of credit, and (c) supply chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases, but excluding any factoring services.

“Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party by any Lender or any of its affiliates: (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit or debit cards, (e) credit card processing services, and (f) purchase cards.

Intercreditor Agreement:

The lien priority, relative rights and other creditors’ rights issues in respect of the Term Loan Facility and the ABL Facility will be set forth in the Intercreditor Agreement, which shall be reasonably satisfactory to Borrowers, the Term Loan Administrative Agent and ABL Administrative Agent.

Closing Date:

The date on which the initial borrowings under the ABL Facility are made (the “Closing Date”).  

Term:

The ABL Facility maturity date is October 1, 2020 (the “Maturity Date”); except to the extent each Lender may agree to a Maturity Date of 5 years from the Closing Date.

Documentation:

The definitive loan documentation (collectively, the “ABL Loan Documents”) will be mutually agreed upon, the definitive terms of which (including materiality thresholds, baskets, exceptions, qualifications and grace periods)

will be negotiated in good faith, and will be consistent with the terms set forth in the Commitment Letter (including this Term Sheet), as modified in accordance with the flex provisions of the Fee Letter and based on (but no less favorable to the Borrower than) the Existing ABL Credit Agreement and related documents executed and delivered in connection therewith, with additions, deletions, modifications and other changes as Borrower and Arrangers shall reasonably agree and subject to modifications to reflect the terms hereof, to give effect to the Transactions (including the Term Loan Facility, the Bridge Facility, the Equity Financing), the Acquisition and other transactions contemplated hereby, to provide for and give effect to the Guarantees and the security over the Collateral and the arrangements contemplated by the Intercreditor Agreement, to reflect changes in law or accounting standards (including, but not limited, to EU bail-in provisions, anti-terrorism, anti-money laundering, FCPA and know your customer provisions) or cure mistakes or defects, to reflect reasonable administrative, agency and operational requirements of ABL Administrative Agent and to reflect the operational and strategic requirements of Holdings and its subsidiaries and the Acquired Company in light of their consolidated capital structure, size, industry, projected performance (including as reflected in the Projections), reporting and accounting systems, Excess Availability, collateral and practices of Holdings, the Acquired Company and their subsidiaries, and shall contain such modifications as Borrowers and ABL Administrative Agent shall mutually agree, provided, that, notwithstanding anything to the contrary contained herein, in no event will any of the terms of the ABL Facility include changes from the Existing ABL Credit Agreement that require the approval of more than Required Lenders under the Existing ABL Credit Agreement, except to the extent that such additional approvals are obtained and in full force and effect (collectively, the “ABL Documentation Principles”)

Borrowers shall use commercially reasonable efforts to obtain collateral access agreements prior to the Closing Date at locations where Collateral of the Acquired Company in excess of $2,500,000 is located and thereafter to the extent not delivered prior to the Closing Date.  To the extent that ABL Administrative Agent has not received a reasonably acceptable collateral access agreement for a leased or third party location in a jurisdiction where the landlord or other third party may have a lien on any of the Collateral of the Acquired Company under applicable law or under the terms of the applicable lease, it may establish a reserve in respect of amounts payable under the applicable lease or other agreement with such lessor or other third party (which reserve, as to any one such location, will not exceed three months of rent or other payments owing to the applicable lessor or other third party) (it being understood that to the extent a reserve is imposed then no collateral access agreement shall be required).  The delivery of such collateral access agreement shall not be a condition of closing.

Representations and Warranties:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Affirmative Covenants:

Substantially the same as the Existing ABL Credit Agreement, subject to the

ABL Documentation Principles.

Collateral and Financial Reporting:

The ABL Loan Documents will provide for the following collateral and financial reporting:

(a)monthly borrowing base certificates, (i) so long as Adjusted Excess Availability is not less than the greater of (A) 15.0% of the Loan Cap and (B) $135,000,000 for any 5 consecutive business days and no event of default exists, otherwise weekly and (ii) Borrowers may at any time at their option elect to deliver borrowing base certificates on a weekly basis, provided, that, at any time borrowing base certificates are delivered on a weekly basis under clause (i) or (ii), it shall continue for not less than four consecutive weeks;

(b)field examinations and appraisals as ABL Administrative Agent may from time to time require, but no more than:

(i)1 field examination and 1 appraisal of inventory in any 12 month period at the expense of Borrowers so long as Adjusted Excess Availability is not less than the greater of (A) 15.0% of the Loan Cap or (B) $135,000,000 during such 12 months,

(ii)2 field examinations and 2 appraisals in any 12 month period at the expense of Borrowers if at any time Adjusted Excess Availability during such 12 months is less than or equal to the greater of (A) 15.0% of the Loan Cap or (B) $135,000,000,

(iii)such other field examinations and appraisals as ABL Administrative Agent may request at any time upon the occurrence and during the continuance of an event of default at the expense of Borrowers or at any time at the expense of ABL Administrative Agent;

(c)quarterly financial statements (including management discussion and analysis), except so long as a default or event of default shall have occurred and be continuing, then monthly financial statements;

(d)annual audited financial statements (including management discussion and analysis) and projections;

(e)other financial and collateral reports to be agreed.

The term “Loan Cap” means, at any time, the lesser of the Maximum Credit or the Borrowing Base at such time (or to the extent that the Alternative Closing Borrowing Base is then applicable, the Alternative Closing Borrowing Base).  

The term “Adjusted Excess Availability” as used herein means at any time, the sum of (a) the Excess Availability, plus (b) Specified Suppressed Availability, plus (c) Qualified Cash.

The term “Excess Availability” as used herein means at any time, the amount

equal to (a) the Loan Cap minus (b) Revolving Loans, unreimbursed drawings under Letters of Credit and amounts available under Letters of Credit.

The term “Specified Suppressed Availability” means the lesser of:  (a) the amount by which the Borrowing Base exceeds the Maximum Credit at such time or (b) the amount equal to 7.5% of the Maximum Credit less the amount of the Qualified Cash included in the calculation of Adjusted Excess Availability, provided, that, if Excess Availability is less than the greater of (i) 5.0% of the Loan Cap or (ii) $45,000,000, Specified Suppressed Availability shall be zero.

The term “Qualified Cash” means unrestricted cash and cash equivalents of a Loan Party that are subject to the valid, enforceable and first priority perfected security interest and pledge of ABL Administrative Agent in an investment account or deposit account at ABL Administrative Agent or another institution reasonably satisfactory to ABL Administrative Agent subject to a control agreement (which will limit the terms of withdrawal of such funds by a Loan Party subject to certain conditions) and free and clear of any pledge, security interest, lien, claim or other encumbrance (other than in favor of ABL Administrative Agent and other than in favor of the depository bank or securities intermediary where the deposit account or investment account is maintained for its reasonable and customary fees and charges related to such account), are available for use by such Loan Party without condition or restriction (other than in favor of ABL Administrative Agent), and for which ABL Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to ABL Administrative Agent, of the amount of such cash or cash equivalents held in such deposit account or investment account as of the applicable date of the calculation of the Excess Availability and the satisfaction of the other conditions herein; provided, that, if Excess Availability is less than the greater of (i) 5.0% of the Loan Cap or (ii) $45,000,000, Qualified Cash shall be zero.

Cash Management:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles (including the change to the definition of the term “Cash Dominion Event” as set forth below), and Borrowers shall cause the Acquired Company to establish, not later than 90 days after the Closing Date (or such later date as ABL Administrative Agent may agree in its reasonable discretion), a cash management system in form and substance reasonably satisfactory to ABL Administrative Agent; provided, that the Acquired Company shall be under no obligation to move its deposit accounts or cash management system to Wells Fargo Bank or any other depository institution.

“Cash Dominion Event” means (a) Adjusted Excess Availability is less than the greater of (i) 10.0% of the Loan Cap at any time or (ii) $90,000,000, for any 5 consecutive business days or (b) a Specified Event of Default exists or has occurred and be continuing; provided, that,

(i)to the extent that the Cash Dominion Event has occurred due to clause (a) of this definition, if Adjusted Excess Availability shall be equal to

or greater than the amount in clause (a) of this definition for at least 30 consecutive days, the Cash Dominion Event shall no longer be deemed to exist or be continuing until such time as Adjusted Excess Availability may again be less than such amount and

(ii)to the extent that the Cash Dominion Event has occurred due to clause (b) of this definition, if such event of default is cured or waived or otherwise no longer exists for a period of at least 30 consecutive days, the Cash Dominion Event shall no longer be deemed to exist or be continuing.

The term “Specified Event of Default” means any event of default arising in connection with (i) a failure to make any payment when due, (ii) any insolvency proceeding (whether voluntary or involuntary), (iii) the failure to deliver a borrowing base certificate or other required borrowing base report, (iv) if ABL Administrative Agent determines in the exercise of its Permitted Discretion that such event shall be a “Specified Event of Default,” any representation or warranty contained in any borrowing base certificate being incorrect or (v) the failure to comply with representations and covenants relating to cash management or any financial covenant.

Negative Covenants:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles (including the changes with respect to permitted acquisitions described below, the change of the definition of the term “Payment Conditions” as set forth below and the changes in respect of the Preferred Shares as set forth below).

The negative covenant governing acquisitions will expressly allow an acquisition, which satisfies the following conditions: (a) ABL Administrative Agent receives at least 10 business days prior notice; (b) Borrowers certify to ABL Administrative Agent that the acquisition is approved by the board of directors of the entity being acquired; (c) the entity or business being acquired is in the same or reasonably related or ancillary business as Borrowers; (d) if the transaction involves a Loan Party, such party is the surviving person and no change of control occurs; (e) the entity being acquired (unless not required to be a Guarantor) will deliver joinders to the credit documents and any certificated stock or comparable certificates to ABL Administrative Agent; (f) if the consideration for the acquisition (or series of related acquisitions) exceeds $85,000,000, then: (i) Borrowers will deliver a compliance certificate to ABL Administrative Agent at least 5 business days prior to the acquisition showing the Loan Parties are in compliance with the financial covenant (as if there were a Compliance Period), (ii) each of the Payment Conditions is satisfied, and (iii) Borrowers will deliver financial statements on a pro forma basis after giving effect to such acquisition and all indebtedness incurred in connection therewith; (g) Borrowers will deliver to ABL Administrative Agent copies of substantially final acquisition documents in form and substance reasonably satisfactory to ABL Administrative Agent; (h) no default or event of default exists immediately before or after such acquisition; (i) if the consideration for the acquisition (or series of related acquisitions) exceeds $85,000,000, the entity being acquired has positive consolidated EBITDA for

the 4 fiscal quarters immediately prior to the acquisition; and (j) Borrowers deliver to ABL Administrative Agent a certificate that all of the requirements above are satisfied, and provides such other documents reasonably requested by ABL Administrative Agent.

Notwithstanding anything to the contrary set forth above, in the case of any acquisition where the aggregate amount of the consideration payable in respect thereof is less than or equal to $85,000,000, then as to such acquisition instead of satisfying each of the Payment Conditions, Borrowers shall only be required to have the daily average of the Adjusted Excess Availability for the immediately preceding 45 consecutive day period be not less than the greater of (i) 12.5% of the Loan Cap or (ii) $112,500,000, and after giving effect to the acquisition and the making of any payment in respect thereof, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment, the Adjusted Excess Availability shall be not less than such amount..

Assets of any new domestic or foreign subsidiary acquired pursuant to an acquisition will only be eligible after a satisfactory field examination, appraisal and legal diligence and subject to reserves and eligibility criteria based thereon (provided, that, in the case of asset substantially similar to those of Borrowers prior to the acquisition, such assets that otherwise satisfy the applicable eligibility criteria may be included in the Borrowing Base prior to the field examination or appraisal, but in no event shall the aggregate amount of such assets included in the Borrowing Base exceed the lesser of (i) 5.0% of the Loan Cap or (ii) $65,000,000.

“Payment Conditions” means, at the time of determination with respect to any specified transaction or payment the following:

(a)as of the date of any such transaction or payment, and after giving effect thereto, no Specified Event of Default shall exist or have occurred and be continuing,

(b)as of the date of any such transaction or payment, and after giving effect thereto, either:

(i)the daily average of the Adjusted Excess Availability for the immediately preceding 45 consecutive day period shall be not less than the greater of (A) 17.5% of the Loan Cap or (B) $157,500,000 and after giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts, or

(ii)both (A) on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the daily average of the Adjusted Excess Availability for the immediately preceding 45 consecutive day period shall be not less than the greater of (1) 12.5% of the Loan Cap or (2) $112,500,000 and

after giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts, and (B) as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis, the Fixed Charge Coverage Ratio for the immediately preceding 4 fiscal quarters (or 12 consecutive fiscal months at any time Borrowers are required to provide monthly financial statements) ending on the last day of the applicable fiscal period prior to the date of such payment or transaction for which ABL Administrative Agent has received financial statements shall be at least 1.00 to 1.00;

(c)ABL Administrative Agent shall receive 10 business days prior written notice of such payments and transactions, and

(d)ABL Administrative Agent shall have received a certificate of an authorized officer of Borrowers certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby.

The ABL Loan Documents shall (a) include a restriction limiting the ability of Holdings to amend or modify the terms of the Preferred Shares after the Closing Date in a manner materially adverse to the Lenders and (b) permit the payment of dividends in respect of the Preferred Shares that are made in cash under and in accordance with the Certificate of Designation, in an amount not to exceed $40 million in any fiscal year, so long as no default or event of default shall have occurred and be continuing at the time of or as a consequence of such payment. The Preferred Shares shall not be treated as debt for any purpose under the ABL Facility, including for purposes of calculating any financial ratios, covenants or tests thereunder; provided, that, any dividends paid pursuant to clause (b) of the previous sentence shall be treated as fixed charges for purposes of calculating the Fixed Charge Coverage Ratio.

Financial Covenant:

Minimum Fixed Charge Coverage Ratio of 1.00 to 1.00 as of the end of each fiscal quarter, based on the 4 immediately preceding quarters for which ABL Administrative Agent has received financial statements (or such other period or periods as ABL Administrative Agent and Holdings may agree for periods prior to the first anniversary of the Closing Date and at any time Borrowers are required to deliver monthly financial statements, as of the end of each fiscal month based on the 12 immediately preceding months for which financial statements have been received), provided, that, compliance with such financial covenant shall only be required during a Compliance Period, in which case such financial covenant shall be tested as of the last day of the then most recently completed fiscal period for which financial statements have been delivered and for each quarter end (or month end as applicable) thereafter until the Compliance Period ends.  The definitions used for purposes of the Fixed Charge Coverage Ratio will be as set forth in the Existing ABL Credit

Agreement.

“Compliance Period” means at any time Adjusted Excess Availability is less than the greater of (i) 10.0% of the Loan Cap or (ii) $90,000,000 and shall continue for the period until Adjusted Excess Availability has been greater than such amount for a period of at least 30 consecutive days.

Events of Default:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Conditions Precedent to all Borrowings:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Conditions Precedent to Initial Borrowings:

The conditions precedent to the initial borrowings under the ABL Facility will only be those conditions precedent set forth in Section 3 of the Commitment Letter and Exhibit E to the Commitment Letter.

Assignments and Participations:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Amendments and Waivers:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Cost and Yield Protections:

Customary for facilities and transactions of this type, including customary tax gross-up provisions and including provisions relating to Dodd-Frank, Basel III and FATCA.

Governing Law:

New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the State of New York (other than certain security documents that will be governed by local law as applicable or as the parties may otherwise agree).

Expenses, Waivers and Indemnity:

Substantially the same as the Existing ABL Credit Agreement, subject to the ABL Documentation Principles.

Interest Rate Options:

Borrowers may elect that Revolving Loans (other than Swing Line Loans) bear interest at a rate per annum equal to (a) with respect to Revolving Loans denominated in US dollars (i) the US Base Rate plus the Applicable Margin or (ii) the LIBOR Rate plus the Applicable Margin and (b) with respect to Revolving Loans denominated in Canadian dollars (i) the Canadian Base Rate plus the Applicable Margin or (ii) the Canadian BA Rate plus the Applicable Margin.  Swing Line Loans will bear interest at a rate per annum equal to the US Base Rate or Canadian Base Rate (as applicable) plus the Applicable Margin.

As used herein:

“Applicable Margin” means, with respect to Revolving Loans, other than Swing Line Loans, a percentage determined in accordance with the pricing grid attached hereto as Schedule 2 to the ABL Term Sheet.

“Canadian BA Rate” means (a) for a Lender that is a Canadian Reference Bank, the CDOR Rate, and (b) for any other Lender, the CDOR Rate plus 0.10%.

“Canadian Base Rate” means, for any day, a rate per annum equal to the greater of (a) the CDOR Rate existing on such day (which rate shall be calculated based upon an interest period of one month), plus one percentage point, and (b) the “prime rate” for Canadian Dollar commercial loans made in Canada as reported by Thomson Reuters under Reuters Instrument Code <CAPRIME=> on the “CA Prime Rate (Domestic Interest Rate) – Composite Display” page (or any successor page or such other commercially available service or source (including the Canadian Dollar “prime rate” announced by a Schedule I bank under the Bank Act (Canada)) as ABL Administrative Agent may designate from time to time).

“Canadian Reference Bank” means any one or more of The Bank of Nova Scotia, Bank of Montreal, Royal Bank of Canada, The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce or National Bank of Canada, as ABL Administrative Agent may determine.

“CDOR Rate” means the average rate per annum as reported on the Reuters Screen CDOR Page (or any successor page or such other page or commercially available service displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as ABL Administrative Agent may designate from time to time, or if no such substitute service is available, the rate quoted by a Schedule I bank under the Bank Act (Canada) selected by ABL Administrative Agent at which such bank is offering to purchase Canadian Dollar bankers’

acceptances) as of 10:00 a.m. Eastern (Toronto) time on the date of commencement of the requested interest period, for a term, and in an amount, comparable to the interest period and the amount of the Canadian BA Rate Loan requested (and, if any such rate is below zero, then such rate shall be deemed to be zero).

“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining reserve requirements (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“LIBOR” means:

(a)  for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in US Dollars for a period equal to the applicable interest period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two business days prior to the first day of the applicable interest period (and if any such rate is below zero, LIBOR shall be deemed to be zero).  If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by ABL Administrative Agent to be the arithmetic average of the rate per annum at which deposits in US Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to ABL Administrative Agent at approximately 11:00 a.m. (London time) two business days prior to the first day of the applicable interest period for a period equal to such interest period (and, if any such rate is below zero, then such rate shall be deemed to be zero); and

(b)  for any interest rate calculation with respect to a US Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in US Dollars in minimum amounts of at least $5,000,000 for a period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a business day, then the immediately preceding business day (and if any such rate is below zero, LIBOR shall be deemed to be zero).  If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such US Base Rate Loan shall be determined by ABL Administrative Agent to be the arithmetic average of the rate per annum at which deposits in US Dollars in minimum amounts of at least $5,000,000, as applicable, would be offered by first class banks in the London interbank market to ABL Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination (and, if any such rate is below zero, then such rate shall be deemed to be zero).

“LIBOR Rate” means with respect to each interest period for any LIBOR Rate Loan, the rate per annum determined by ABL Administrative Agent by dividing (a) LIBOR for such interest period by (b) a percentage equal to: (i) one minus (ii) the Eurodollar Reserve Percentage.

“US Base Rate” means the greatest of (a) the Federal Funds Rate plus ½%, (b) the LIBOR Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis), plus one percentage point, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause (d) shall be deemed to be zero).

Interest rate reference terms will be subject to customary provisions, including applicable reserve requirements, limits on the number of outstanding LIBOR Rate loans and minimum amounts of each LIBOR Rate loan.

Unused Line Fee:

Borrowers shall pay to ABL Administrative Agent, for the account of Lenders (to the extent and in accordance with the arrangements by and among Lenders) an unused line fee calculated at 0.25% per annum multiplied by the difference between the Maximum Credit and the average outstanding Revolving Loans and Letters of Credit during the immediately preceding quarter, payable quarterly in arrears.  Swing Line Loans will not be considered in the calculation of the unused line fee.

Letter of Credit Fees:

Borrowers shall pay to (a) ABL Administrative Agent, for the account of Lenders (to the extent and in accordance with the arrangements by and among Lenders), on the daily outstanding balance of Letters of Credit, a letter of credit fee calculated at a rate per annum based on the then Applicable Margin for Revolving Loans using the LIBOR Rate and (b) to Issuing Bank, a fronting fee equal to 0.125% per annum, in each case under clauses (a) and (b), payable quarterly in arrears.  In addition, Borrowers shall pay customary issuance, arranging and other fees of the Issuing Bank.

Default Rate:

After a bankruptcy or payment default and for so long as the same is continuing, or at the election of the Required Lenders, upon the occurrence of any other event of default and for so long as the same is continuing, the applicable rates of interest and rate for letter of credit fees shall be increased by 2% per annum above the otherwise then applicable rates.  

Rate and Fee Basis; Payment Dates:

All per annum rates and fees will be computed on basis of actual days elapsed over a 360 day year (or 365 or 366 days, as the case may be, in the case of Revolving Loans for which the Base Rate is used).  In the case of Revolving Loans for which the LIBOR Rate is used, interest is payable on the last day of each relevant interest period or in the case of an interest period longer than 3

months, then within 3 months, in arrears, and in the case of Revolving Loans for which the Base Rate is used, interest is payable quarterly in arrears.

Tier

Quarterly Average Excess Availability

Applicable LIBOR Margin

Applicable
Base Rate Margin

Applicable
Canadian BA Rate
Margin

1

Equal to or greater than 66 2/3% of the Maximum Credit

1.25%

0.25%

1.25%

2

Greater than or equal to 33 1/3% of the Maximum Credit but less than 66 2/3% of the Maximum Credit

1.50%

0.50%

1.50%

3

Less than 33 1/3% of the Maximum Credit

1.75%

0.75%

1.75%

Borrower:

The Borrower under the Term Loan Facility.

Joint Lead Arrangers and Joint Bookrunning Managers:

Wells Fargo Securities, CGMI, MLPFS, JPMCB and STRH will act as the joint lead arrangers and joint bookrunning managers (in such capacity, the “Bridge Arrangers”).

Lenders:

WF Investments, CGMI, MLPFS, JPMCB and SunTrust (or one or more of their respective affiliates) and a syndicate of financial institutions and other entities arranged by the Bridge Arrangers with your reasonable approval (excluding Disqualified Institutions) (the “Bridge Lenders”).

Administrative Agent:

WF Investments (in such capacity, the “Bridge Administrative Agent”).

Syndication Agent:

CGMI will act as sole syndication agent (in such capacity, the “Bridge Syndication Agent” and, together with the Bridge Administrative Agent, the “Bridge Agents”).

Bridge Loans:

Unsecured senior bridge facility (the “Bridge Facility”) consisting of bridge loans (the “Bridge Loans”) in an aggregate principal amount of (A) $1,300,000,000 less (B) the aggregate gross proceeds of the Notes, if any, issued on or prior to the Closing Date (including pursuant to an escrow arrangement) and less the Equity Bridge Reduction Amount.

Purpose:

The proceeds of the Bridge Loans will be used by the Borrower on the Closing Date to consummate the Transactions, including the payment of fees, costs and expenses in connection therewith.

Availability:

The full amount of the Bridge Facility must be drawn in a single drawing on the Closing Date.  Amounts borrowed under the Bridge Facility and repaid or prepaid may not be reborrowed.

Documentation:

The Operative Documents with respect to the Bridge Loans (collectively, the “Bridge Loan Documentation”) will include, among other items, a bridge loan agreement, guarantees and other appropriate documents, including an exhibit with the form of the

indenture in connection with the issuance of any Exchange Notes as contemplated below.  

The Bridge Loan Documentation shall be negotiated in good faith and shall be consistent with the Commitment Letter (including this Exhibit D) and the Fee Letter and, in each case except as otherwise expressly provided herein or in the Fee Letter, based on (but no less favorable to the Borrower than) the Indenture, dated as of October 1, 2015, by and among the Borrower, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (as amended, supplemented or otherwise modified through August 24, 2017, the “Existing Indenture”), as modified to reflect the nature of the Bridge Facility as a credit agreement, with additions, deletions, modifications and other changes as you and the Bridge Arrangers reasonably agree (i) to permit and give effect to the Transactions and other transactions contemplated hereby, (ii) to provide for and give effect to the Guarantees, (iii) to reflect changes in law or accounting standards or cure mistakes or defects, (iv) to reflect reasonable administrative, agency and operational requirements of the Bridge Administrative Agent, and (v) to reflect the operational and strategic requirements of the Borrower and its subsidiaries and the Acquired Company in light of their consolidated capital structure, size, industry and practices, in each case, after giving effect to the Transactions, including as reflected in the Projections.  The provisions of this paragraph are referred to as the “Bridge Documentation Principles.”

Ranking:

The Bridge Loans and the Guarantees thereof will be senior debt of the Borrower and the Guarantors, respectively, pari passu with all other unsecured senior debt of the Borrower and the Guarantors.

Guarantors:

The guarantors under the Term Loan Facility (each a “Guarantor”; and its guarantee is referred to herein as a “Guarantee”).

Security:

None.

Interest:

Interest rates and fees in connection with the Bridge Loans and the Exchange Notes will be as specified in the Arranger Fee Letter and on Schedule I attached hereto.

Maturity/Exchange:

The Bridge Loans will mature on the date (the “Initial Maturity Date”) that is twelve months after the Closing Date.  If any Bridge Loan has not been repaid in full on or prior to the Initial Maturity Date, subject to payment of the Bridge Rollover Fee (as defined in the Arranger Fee Letter), the Bridge Loans will automatically be converted into term loans (each, an “Extended Term Loan”) due on the date that is eight years after the Closing Date.  The Extended Term Loans will be governed by the provisions of the Bridge Loan Documentation and will have the same terms as the Bridge Loans except as expressly set forth on Schedule II hereto.

Lenders under the Extended Term Loans will have the option at any time or from time to time to receive Senior Unsecured Exchange Notes (the “Exchange Notes”) in exchange for such Extended Term Loans having the terms set forth on Schedule III hereto; provided that the Borrower may defer the issuance of Exchange Notes until such time as the Borrower has received requests to issue an aggregate principal amount of Exchange Notes equal to at least $100,000,000.

Mandatory Prepayment:

Subject to any restrictions set forth in the Operative Documents with respect to the Senior Secured Facilities and the Intercreditor Agreement (solely with respect to clauses (b) and (c) below), the Borrower will be required to prepay the Bridge Loans on a pro rata basis, at par plus accrued and unpaid interest with:

(a)100% of the net cash proceeds from the issuance of the Notes and/or any other indebtedness (other than the Senior Secured Facilities) by the Borrower or any of its subsidiaries, subject to baskets and other exceptions to be mutually agreed upon;

(b)100% of the net cash proceeds from any issuance of equity securities of, or from any capital contribution to, the Borrower, subject to exceptions to be mutually agreed upon; and

(c)100% of the net cash proceeds of all non-ordinary course asset sales, insurance and condemnation recoveries and other asset dispositions by the Borrower or any of its subsidiaries, subject to reinvestment rights and exceptions to be mutually agreed upon,

provided that with respect to clause (b) and (c) above the Bridge Loan Documentation shall provide that such net proceeds may be applied to prepay either of the Senior Secured Facilities in lieu of the Bridge Facility if required under the terms of the Operative Documents with respect to the applicable Senior Secured Facility.

Each such prepayment will be made together with accrued interest to the date of prepayment, but without premium or penalty (except breakage costs related to prepayments not made on the last day of the relevant interest period).

In the event any Bridge Lender or affiliate of a Bridge Lender purchases Securities from the Borrower pursuant to the securities demand provisions in the Arranger Fee Letter, the net cash proceeds received by the Borrower in respect of such Securities may, at the option of such Bridge Lender or affiliate, be applied first to prepay the Bridge Loans of such Bridge Lender or affiliate rather than pro rata (provided that if there is more than one such Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Bridge Loans of all such Bridge Lenders or affiliates in proportion to such Bridge Lenders’ or affiliates’ principal amount of

Securities purchased from the Borrower) prior to being applied to prepay the Bridge Loans held by other Bridge Lenders.

Change of Control:

Upon any change of control (to be defined in the Bridge Loan Documentation), the Borrower will be required to offer to prepay the entire outstanding principal amount of the Bridge Loans (plus any accrued and unpaid interest) at par plus a prepayment fee equal to 1% of such outstanding principal amount.  

Voluntary Prepayment:

Subject to the provisions of the Senior Secured Facilities, the Bridge Loans may be prepaid at any time, in whole or in part, at the option of the Borrower, upon notice and in a minimum principal amount and in multiples to be agreed upon, at 100% of the principal amount of the Bridge Loans prepaid, plus all accrued and unpaid interest and fees (including any breakage costs) to the date of the repayment.

Conditions Precedent to Funding:

The funding of the loans under the Bridge Facility shall be subject to only those conditions precedent set forth in Section 3 of the Commitment Letter and in Exhibit E to the Commitment Letter.

Representations and Warranties:

Subject to the Bridge Documentation Principles and the Limited Conditionality Provisions, the Bridge Loan Documentation will contain usual and customary representations and warranties for facilities of this type and substantially similar to the representations and warranties contained in the Operative Documents with respect to the Term Loan Facility (subject to the Term Loan Documentation Principles), with such changes as are reasonably appropriate in connection with the Bridge Facility.

Covenants:

Subject to the Bridge Documentation Principles and the Limited Conditionality Provisions, the Bridge Loan Documentation will contain affirmative covenants comparable to those contained in the Operative Documents with respect to the Term Loan Facility (and also including a covenant to comply with the securities demand provisions in the Arranger Fee Letter, a customary offering cooperation covenant and a covenant to use all commercially reasonable efforts to refinance the Bridge Loans as soon as practicable) and incurrence-based negative covenants consistent with the Bridge Documentation Principles; provided that prior to the Initial Maturity Date, the indebtedness, lien and restricted payments covenants may be more restrictive than those contained in the Operative Documents with respect to the Term Loan Facility and/or the Existing Indenture.

The Bridge Loan Documentation will not include any financial maintenance covenants.

Events of Default:

Prior to the Initial Maturity Date, the Bridge Loan Documentation will contain events of default (and, as appropriate, grace periods and threshold amounts) consistent with the Bridge Documentation Principles (and no more restrictive than those set forth in the

Operative Documents with respect to the Term Loan Facility), including without limitation an event of default for failure to pay fees specified in the Fee Letter.

Yield Protection and Increased Costs:

Usual and customary for facilities similar to the Bridge Facility including customary tax gross up provisions.

Assignments and Participations:

Consents.  Each Bridge Lender will, subject in certain circumstances to the approval of the Bridge Administrative Agent and the Borrower (such consent not to be unreasonably withheld or delayed), be permitted to make assignments in acceptable minimum amounts.  Participations will be permitted without the consent of the Borrower or the Bridge Administrative Agent.

No Assignment or Participation to Certain Persons.  No assignment or participation may be made to natural persons, the Borrower or any of its affiliates or subsidiaries or to any Disqualified Institution.

Required Lenders:

On any date of determination, those Bridge Lenders who collectively hold more than 50% of the aggregate outstanding Bridge Loans (the “Required Lenders”).

Amendments and Waivers:

Amendments and waivers of the provisions of the Bridge Loan Documentation will require the approval of the Required Lenders, except that (a) the consent of all Bridge Lenders directly adversely affected thereby will be required with respect to: (i) reductions of principal, interest, fees or other amounts, (ii) except as provided under “Maturity/Exchange” above, extensions of scheduled maturities or times for payment (other than for purposes of administrative convenience), (iii) increases in the amount of any Bridge Lender’s commitment, (iv) additional restrictions on the right to exchange Extended Term Loans for Exchange Notes or any amendment to the rate of such exchange, (v) changes in call dates or call prices (other than notice provisions) and (vi) changes in pro rata sharing provisions, and (b) the consent of 100% of the Bridge Lenders will be required with respect to customary matters, including (i) to permit the Borrower to assign its rights under the Bridge Loan Documentation, (ii) to modify any voting percentages and (iii) to release of all or substantially all of the value of the Guarantees (other than in connection with transactions permitted pursuant to the Bridge Loan Documentation),  and (c) the consent of the Bridge Administrative Agent will be required to amend, modify or otherwise affect its rights and duties.

Indemnification:

Substantially similar to the Operative Documents with respect to the Term Loan Facility

Expenses:

The Borrower shall pay (a) all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel thereto) of the Bridge Administrative Agent (promptly following written demand therefore) associated with the syndication

of the Bridge Facility and the preparation, negotiation, execution, delivery and administration of the Bridge Loan Documentation and any amendment or waiver with respect thereto and (b) all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel thereto) of the Bridge Administrative Agent and the Bridge Lenders promptly following written demand therefore in connection with the enforcement of the Bridge Loan Documentation or protection of rights (in each case subject to restrictions and limitations substantially similar to those set forth in the Operative Documents with respect to the Term Loan Facility).

Governing Law and Forum:

Substantially similar to the Operative Documents with respect to the Term Loan Facility

Waiver of Jury Trial and Punitive and Consequential Damages:

Substantially similar to the Operative Documents with respect to the Term Loan Facility

Counsel for the Bridge Arrangers and the Bridge Agents:

Cravath, Swaine & Moore LLP.

Interest Rate:

The Bridge Loans will bear interest for the first three month period commencing on the Closing Date at a variable rate per annum (the “Applicable Interest Rate”) equal to the sum of (a) the three-month LIBOR Rate plus (b) a spread equal to 4.75%.

The Applicable Interest Rate will increase by an additional 0.50% following each three-month period after the Closing Date.  Notwithstanding the foregoing, the interest rate on the Bridge Loans will not at any time prior to the Initial Maturity Date exceed the Total Cap (as defined in the Arranger Fee Letter).

Interest will be payable quarterly in arrears and on the Initial Maturity Date and will be calculated on the basis of the actual number of days elapsed in a year of 360 days.

Upon the occurrence of a Demand Failure Event (as defined in the Arranger Fee Letter), all outstanding Bridge Loans will accrue interest at the Total Cap.

The “LIBOR Rate” will be defined and calculated as specified in the Operative Documents with respect to the Term Loan Facility; provided that at no time will the LIBOR Rate be deemed to be less than 0.00% per annum.

Default Rate:

(a) Automatically upon the occurrence and during the continuance of any payment event of default or upon a bankruptcy event of default of the Borrower or any Guarantor or (b) at the election of the Required Lenders, upon the occurrence and during the continuance of any other event of default, all outstanding principal, fees and other obligations under the Bridge Facility will bear interest at a rate per annum of 2.00% in excess of the rate then applicable to the Bridge Loans, payable on demand of the Bridge Administrative Agent.  Such Default Rate may be in excess of any cap or limitation on yield or interest rate set forth in the Commitment Letter or in the Fee Letter.

Borrower:

The Borrower.

Guarantors:

Same as the Guarantors of the Bridge Loans.

Security:

None.

Ranking:

Same as the Bridge Loans.

Maturity:

Eight years from the Closing Date.

Interest Rate:

The Extended Term Loans will bear interest at the Total Cap.

Default Rate:

Same as the default rate for the Bridge Loans.

Mandatory Prepayment:

Same as the Bridge Loans.

Voluntary Prepayment:

The Extended Term Loans may be prepaid, in whole or in part, in minimum denominations to be agreed, at par, plus accrued and unpaid interest upon not less than one business day’s prior written notice, at the option of the Borrower at any time.

Change of Control:

Same as the Bridge Loans.

Covenants, Events of Default and Offers to Repurchase:

The covenants, events of default and offers to repurchase (other than with respect to a change of control as described above) that would be applicable to the Exchange Notes, if issued, will also be applicable to the Extended Term Loans in lieu of the corresponding provisions applicable to the Bridge Loans.

Governing Law and Forum:

Same as the Bridge Loans.

Issuer:

The Borrower.

Guarantors:

Same as the Guarantors of the Bridge Loans.

Security:

None.

Principal Amount:

The Exchange Notes will be available only in exchange for the Extended Term Loans.  The principal amount of the Exchange Notes will equal 100% of the aggregate principal amount of the outstanding Extended Term Loans for which they are exchanged and will have the same ranking as the Extended Term Loans for which they are exchanged.

Ranking:

Same as the Bridge Loans.

Maturity:

Eight years from the Closing Date.

Interest Rate:

The Exchange Notes will bear interest at the Total Cap.

Default Rate:

Same as the default rate for the Bridge Loans.

Mandatory Redemption:

No mandatory redemption provisions other than 101% change of control put and customary asset sale offer to redeem provisions, subject to the Bridge Documentation Principles.

Optional Redemption:

The Exchange Notes will be non-callable until the third anniversary of the Closing Date.  Thereafter, each Exchange Note will be callable at par plus accrued interest plus a premium equal to 75% of the interest rate on such Exchange Note, which premium shall decline ratably on each subsequent anniversary of the Closing Date to zero on the date that is two years prior to the maturity date of the Exchange Notes.

Registration Rights:

None.

Right to Resell Notes:

Any Bridge Lender (and any subsequent holder) will have the absolute and unconditional right to resell the Exchange Notes to one or more third parties, whether by assignment or participation and

subject to compliance with applicable securities laws.

Covenants; Events of Default:

The Exchange Notes shall be subject to covenants and events of default that are consistent with the Bridge Documentation Principles and based on those contained in the preliminary offering memorandum or prospectus, if any, used to market the Notes.

Defeasance; Satisfaction; and
Discharge:

The Exchange Notes shall be subject to defeasance and satisfaction and discharge provisions that are consistent with the Bridge Documentation Principles and based on those contained in the preliminary offering memorandum or prospectus, if any, used to market the Notes.

Governing Law
and Forum:

Same as the Bridge Loans.

Counsel to the Bridge Arrangers:

Cravath, Swaine & Moore LLP.

[__________]

By:

Name:

Title: Chief Financial Officer