8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2013

Essex Rental Corp.

(Exact name of registrant as specified in charter)

Delaware	000-52459	20-5415048
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1110 Lake Cook Road, Suite 220, Buffalo Grove, Illinois	60089
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 847-215-6502

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

The description of the Credit Agreements (as hereinafter defined) set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.

Coast Crane Revolving Credit Facility

On March 12, 2013, Coast Crane Company (“Coast Crane”), Coast Crane Ltd. (“Coast Crane Ltd.”), a wholly -owned subsidiary of Coast Crane and CC Acquisition Holding Corp. (“CC Acquisition”), a wholly-owned subsidiary of Essex Rental Corp. and the direct parent of Coast Crane, entered into the Second Amended and Restated Credit Agreement (the “Coast Crane Credit Agreement”) by and among Coast Crane, Coast Crane Ltd., CC Acquisition, General Electric Capital Corporation, as Agent for the several financial institutions from time to time party to the Coast Crane Restated Credit Agreement and for itself as a lender, PNC Bank National Association, Wells Fargo Bank, National Association and Capital One Leverage Finance Corp., as lenders, and the other persons party thereto that are designated as Credit Parties thereunder. The purpose of the Coast Crane Credit Agreement is to extend the maturity date of the $75.0 million debt agreement to March 12, 2017 and to convert a portion of the revolving loan to a term loan as described below. The following description describes the material terms of the Coast Crane Credit Agreement but does not purport to describe all of the terms thereof and is qualified in its entirety by the full text of the Coast Crane Credit Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

The Coast Crane Credit Agreement provides for a revolving loan and letter of credit facility (the “Coast Crane Facility”), in the maximum aggregate principal amount of $35,000,000 with a $2,000,000 aggregate principal sublimit for letters of credit and a subfacility for revolving loans to Coast Crane Ltd. of up to $10,000,000. The Coast Crane Credit Agreement also provides for a term loan (the “Term Loan”), in the maximum principal amount of $40,000,000 with mandatory principal repayments of $500,000 per quarter beginning on June 30, 2013. Coast Crane and Coast Crane Ltd. may borrow, repay and reborrow under the Coast Crane Facility. Coast Crane’s ability to borrow under the Coast Crane Facility is subject to, among other things, a borrowing base which is calculated as the sum of (a) 85% of eligible Coast Crane accounts, (b) the lesser of 50% of eligible Coast Crane inventory and $5 million, (c) the lesser of (i) 95% of the lesser of (x) the net orderly liquidation value and (y) the invoice cost, of eligible new Coast Crane equipment and (ii) $15,000,000 and (d) 85% of the net orderly liquidation value of eligible other equipment, less reserves established by the lenders and the liquidity reserve. Coast Crane Ltd.’s ability to borrow under the Coast Crane Facility is subject to among other things, a borrowing base which is calculated as the sum of (a) 85% of eligible Coast Crane Ltd. accounts, (b) the lesser of 50% of eligible Coast Crane Ltd. inventory and $750,000, (c) the lesser of (i) 95% of the lesser of (x) the net orderly liquidation value and (y) the invoice cost, of eligible new Coast Crane Ltd. equipment and (ii) $2,000,000 and (d) 85% of the net orderly liquidation value of eligible other Coast Crane Ltd. equipment, less reserves established by the lenders and the liquidity reserve.

Interest accrues on the outstanding revolving loans under the Coast Crane Facility and Term Loan at either a per annum rate equal to (a) LIBOR plus 3.75%, with a 1.50% LIBOR floor or (b) the Base Rate plus 2.75%, at Coast Crane’s and Coast Crane Ltd.’s election. Coast Crane and Coast Crane Ltd. will be obligated to pay a letter of credit fee on the outstanding letter of credit accommodations based on a per annum rate of 3.75% per annum. Interest on the revolving loans, Term Loan and fees on the letter of credit accommodations will be payable monthly in arrears. Coast Crane and Coast Crane Ltd. will also be obligated to pay an unused line fee on the amount by which the maximum credit under the Coast Crane Facility exceeds the aggregate amount of revolving loans and letter of credit accommodations based on a per annum rate of 0.50%.

Proceeds from borrowings under the Coast Crane Credit Agreement can be used for general corporate purposes, capital expenditures and working capital purposes of Coast Crane and Coast Crane Ltd.

The Coast Crane Facility and Term Loan will terminate, and all outstanding principal and accrued and outstanding interest and any other amount due under the Coast Crane Facility and Term Loan will be payable upon the earlier of (i) March 12, 2017 and (ii) the date the aggregate revolving loan commitment shall terminate in accordance with the Coast Crane Credit Agreement.

The Coast Crane Credit Agreement has several features similar to credit agreements of this nature, including but not limited to:

Covenants. The Coast Crane Credit Agreement requires that Coast Crane and Coast Crane Ltd. meet certain financial tests, such as a fixed charge coverage ratio measured monthly and measured on a trailing twelve month basis.

The Coast Crane Credit Agreement also contains customary covenants and restrictions binding Coast Crane, Coast Crane Ltd., CC Acquisition and their subsidiaries, such as limitations on:

• the amount of certain net capital expenditures,

• incurring new indebtedness or liens; provided that the Credit Parties may incur indebtedness consisting of capital lease obligations or purchase money indebtedness of up to $10,000,000,

• making acquisitions,

• making investments and loans (other than intercompany loans among Coast Crane and CC Acquisition and intercompany loans between Coast Crane and Coast Crane Ltd., provided that amounts owing under such intercompany loans by Coast Crane to Coast Crane Ltd. (other than trade payables) may not exceed $2,500,000 and trade payables owing by Coast Crane Ltd. to Coast Crane may not exceed $5,000,000),

• declaring and paying dividends and other distributions (except in limited circumstances, including to pay up to $1,500,000 of out-of-pocket expenses (other than overhead costs and expenses) incurred by Essex for the direct benefit of CC Acquisition, Coast Crane or Coast Crane Ltd.),

• redeeming prepaying and repurchasing other indebtedness,

• selling or otherwise disposing of assets,

• entering into mergers or consolidations, and

• entering into transactions with affiliates.

Guarantee. The indebtedness is guaranteed by CC Acquisition.

Collateral. Coast Crane, Coast Crane Ltd. and CC Acquisition have provided a first priority lien on all of their respective assets (including a pledge of 100% of the stock of Coast Crane and Coast Crane Ltd.) to secure their respective obligations under the loan agreement and the guaranty provided by CC Acquisition.

Events of Default. The Coast Crane Credit Agreement specifies certain events of default, including without limitation:

• failure to pay principal, interest or fees when due,

• material inaccuracy of any representation or warranty,

• material judgments,

• insolvency and bankruptcy events,

• material cross defaults with other material indebtedness and material contracts,

• failure to maintain first priority perfected security interest,

• invalidity or unenforceability any of the loan documents, including but not limited to, any subordination provision thereof;

• change of control, and

• the failure of Coast Crane, Coast Crane Ltd. or CC Acquisition to observe their covenants and obligations under the Second Amended and Restated Credit Agreement and related loan documents.

Essex Crane Revolving Credit Facility

On March 15, 2013, Essex Crane Rental Corp. (“Essex Crane”), Essex Holdings, LLC (“Holdings”), a wholly-owned subsidiary of Essex Rental Corp. and the direct parent of Essex Crane, entered into the Third Amended and Restated Credit Agreement (the “Essex Crane Credit Agreement”) by and among Essex Crane, Holdings, Wells Fargo Capital Finance, LLC, as Agent for the several financial institutions from time to time party to the Essex Crane Credit Agreement and for itself as a lender, PNC Bank National Association, Sovereign Bank, and Kayne Anderson Capital Advisors, L.P., as lenders, and the other persons party thereto that are designated as Credit Parties thereunder. The purpose of the Essex Crane Credit Agreement is to extend the maturity date to October 31, 2016. The following description describes the material terms of the Essex Crane Credit Agreement but does not purport to describe all of the terms thereof and is qualified in its entirety by the full text of the Essex Crane Credit Agreement, which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

The Essex Crane Credit Agreement provides for a revolving loan and letter of credit facility (the “Essex Crane Facility”), in the maximum aggregate principal amount of $175.0 million with a $20.0 million aggregate sublimit for letters of credit. Essex Crane may borrow up to an amount equal to the sum of 85% of eligible net receivables and 75% of the net orderly liquidation value of eligible rental equipment. The Essex Crane Credit Facility is collateralized by a first priority security interest in substantially all of Essex Crane’s assets.

The aggregate commitment of $175.0 million will be reduced by: (i) on an individual transaction basis, 100% of the net cash proceeds from the sales of certain assets and (ii) on an annual basis, 60% of free cash flow, as defined within the Essex Crane Credit Facility. In addition, the maximum commitment of the Essex Crane Facility may not exceed $165.0 million, $150.0 million and $130.0 million beginning on March 31, 2014, March 2015 and February 28, 2016, respectively.

Interest accrues on the outstanding revolving loans under the Essex Crane Facility and Term Loan at either a per annum rate equal to (a) LIBOR plus 3.75% or (b) the Prime Rate plus 1.75%, at Essex Crane’s election. Essex Crane and will be obligated to pay a letter of credit fee on the outstanding letter of credit accommodations based on a per annum rate of 3.75% per annum. Interest on the revolving loans, fees on the letter of credit accommodations will be payable monthly in arrears. Essex Crane will also be obligated to pay an unused line fee on the amount by which

the maximum credit under the Essex Crane Facility exceeds the aggregate amount of revolving loans and letter of credit accommodations based on a per annum rate of 0.375%.

Proceeds from borrowings under the $175.0 million Essex Crane Credit Agreement can be used for general corporate purposes, capital expenditures and working capital purposes of Essex Crane.

The Essex Crane Facility will terminate, and all outstanding principal and accrued and outstanding interest and any other amount due under the Essex Crane Facility will be payable upon the earlier of (i) October 31, 2016 and (ii) the date the aggregate revolving loan commitment shall terminate in accordance with the Essex Crane Credit Agreement.

The Essex Crane Credit Agreement has several features similar to credit agreements of this nature, including but not limited to:

Covenants. The Essex Crane Credit Agreement requires that Essex Crane meet certain financial tests, such as a fixed charge coverage ratio measured monthly and measured on a trailing twelve month basis, building from September 1, 2012.

The Essex Crane Credit Agreement also contains customary covenants and restrictions binding Essex Crane and Essex Holdings and their subsidiaries, such as limitations on:

• incurring new indebtedness or liens, provided that the Credit Parties may incur new indebtedness consisting of capital lease obligations or purchase money indebtedness of up to $1,500,000,

• making acquisitions,

• making investments and loans,

• declaring and paying dividends and other distributions,

• redeeming prepaying and repurchasing other indebtedness,

• selling or otherwise disposing of assets,

• entering into mergers or consolidations, and

• entering into transactions with affiliates.

Guarantee. The indebtedness is guaranteed by Essex Holdings.

Collateral. Essex Crane and Essex Holdings have provided a first priority lien on all of their respective assets (including a pledge of 100% of the stock of Essex Crane) to secure their respective obligations under the loan agreement and the guaranty provided by Essex Holdings.

Events of Default. The Essex Crane Credit Agreement specifies certain events of default, including without limitation:

• failure to pay principal, interest or fees when due,

• material inaccuracy of any representation or warranty,

• material judgments,

• insolvency and bankruptcy events,

• material cross defaults with other material indebtedness and material contracts,

• failure to maintain first priority perfected security interest,

• invalidity or unenforceability any of the loan documents, including but not limited to, any subordination provision thereof;

• change of control, and

• the failure of Essex Crane or Essex Holdings to observe their covenants and obligations under the Essex Crane Credit Agreement and related loan documents.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), dated March 12, 2013, by and among Coast Crane Company, Coast Crane Ltd., CC Acquisition Holding Corp., General Electric Capital Corporation, as Agent for the several financial institutions from time to time party to the Second Amended and Restated Credit Agreement and for itself as a lender, PNC Bank National Association, Wells Fargo Bank, National Association and Capital One Leverage Finance Corp., as lenders, and the other persons party thereto that are designated as Credit Parties thereunder.
10.2	Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), dated March 15, 2013, by and among Essex Crane Rental Corp. Essex Holdings, LLC, Wells Fargo Capital Finance, LLC, as administrative agent, sole lead arranger and sole bookrunner, for the several financial institutions from time to time party to the Third Amended and Restated Credit Agreement and for itself as a lender, PNC Bank National Association, Sovereign Bank and Kayne Anderson Credit Fund (QP), LP, as lenders, and the other persons party thereto that are designated as Credit Parties thereunder.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ESSEX RENTAL CORP.
Date: March 17, 2013	By:	/s/ Martin A. Kroll
	Name: Martin A. Kroll
	Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 12, 2013

by and among

COAST CRANE COMPANY
as US Borrower,

COAST CRANE LTD.
as Canadian Borrower,

CC ACQUISITION HOLDING CORP.,

as Guarantor

THE OTHER PERSONS PARTY HERETO THAT ARE

DESIGNATED AS CREDIT PARTIES,

GENERAL ELECTRIC CAPITAL CORPORATION,
for itself, as a US Revolving Lender, Canadian Revolving Lender, Term Lender, Swingline Lender and as Administrative Agent for all Lenders,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

for itself, as a Lender, and as Documentation Agent for all Lenders,

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders

****************************************

GE CAPITAL MARKETS, INC.

and

WELLS FARGO CAPITAL FINANCE, LLC,

as Joint Lead Arrangers and Joint Bookrunners

1

TABLE OF CONTENTS
		Page
ARTICLE I.	THE CREDITS	2
1.1	Amounts and Terms of Commitments	2
1.2	Evidence of Loans; Notes	10
1.3	Interest	10
1.4	Loan Accounts	11
1.5	Procedure for Revolving Credit Borrowing	12
1.6	Conversion and Continuation Elections	13
1.7	Optional Prepayments and Reductions in Revolving Loan Commitments and Canadian Revolving Loan Commitments	14
1.8	Mandatory Prepayments of Loans	15
1.9	Fees	17
1.10	Payments by the Borrowers	18
1.11	Payments by the Lenders to Agent; Settlement	20
1.12	Currency Matters	24
1.13	Eligible Accounts	25
1.14	Eligible Inventory	30
1.15	Eligible Equipment	33
1.16	Limitations on Obligations of Canadian Credit Parties	34
1.17	Collateral Allocation Mechanism	34
ARTICLE II.	CONDITIONS PRECEDENT	36
2.1	Conditions to Effectiveness of this Agreement	36
2.2	Conditions to All Borrowings	37
ARTICLE III.	REPRESENTATIONS AND WARRANTIES	38
3.1	Corporate Existence and Power	38
3.2	Corporate Authorization; No Contravention	39
3.3	Governmental Authorization	39
3.4	Binding Effect	39
3.5	Litigation	39
3.6	No Default	40
3.7	Employee Matters	40
3.8	Use of Proceeds; Margin Regulations	41
3.9	Ownership of Property; Liens	41
3.10	Taxes	41
3.11	Financial Condition	42
3.12	Environmental Matters	42
3.13	Regulated Entities	43
3.14	Solvency	43
3.15	Labor Relations	43

i

3.16	Intellectual Property	44
3.17	Brokers' Fees; Transaction Fees	44
3.18	Insurance	44
3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock	44
3.20	Jurisdiction of Organization; Chief Executive Office	45
3.21	Locations of Inventory, Equipment and Books and Records	45
3.22	Deposit Accounts and Other Accounts	45
3.23	Government Contracts	45
3.24	Customer and Trade Relations	45
3.25	Bonding	45
3.26	Status of Holdings	45
3.27	Full Disclosure	46
3.28	Foreign Assets Control Regulations and Anti-Money Laundering	46
3.29	Patriot Act	46
3.30	Vehicles	46
3.31	Equipment	47
ARTICLE IV.	AFFIRMATIVE COVENANTS	47
4.1	Financial Statements	47
4.2	Appraisals; Certificates; Other Information	48
4.3	Notices	51
4.4	Preservation of Corporate Existence, Etc	53
4.5	Maintenance of Property	54
4.6	Insurance	54
4.7	Payment of Obligations	55
4.8	Compliance with Laws	56
4.9	Inspection of Property and Books and Records	56
4.10	Use of Proceeds	56
4.11	Cash Management Systems	56
4.12	Landlord Agreements; Bailee Waivers	57
4.13	Further Assurances	57
4.14	Environmental Matters	59
4.15	Vehicles	59
4.16	Canadian Pension Plans and Benefit Plans	59
ARTICLE V.	NEGATIVE COVENANTS	60
5.1	Limitation on Liens	60
5.2	Disposition of Assets	62
5.3	Consolidations and Mergers	62
5.4	Acquisitions; Loans and Investments	63
5.5	Limitation on Indebtedness	64
5.6	Employee Loans and Transactions with Affiliates	65

ii

5.7	Compensation	65
5.8	Use of Proceeds	65
5.9	Contingent Obligations	66
5.10	Employee Matters	66
5.11	Restricted Payments	66
5.12	Change in Business	67
5.13	Change in Structure	67
5.14	Changes in Accounting, Name and Jurisdiction of Organization	67
5.15	Amendments to Agreements	68
5.16	No Negative Pledges	68
5.17	OFAC; Patriot Act	68
5.18	Sale-Leasebacks; Leases	68
5.19	Hazardous Materials	68
5.20	Prepayments of Other Indebtedness	68
5.21	Bank Accounts	68
ARTICLE VI.	FINANCIAL COVENANTS	69
6.1	Fixed Charge Coverage Ratio	69
6.2	Net Capital Expenditures	69
6.3	Cash and Cash Equivalents of Canadian Borrower	70
ARTICLE VII.	EVENTS OF DEFAULT	70
7.1	Events of Default	70
7.2	Remedies	72
7.3	Rights Not Exclusive	73
7.4	Cash Collateral for Letters of Credit	73
ARTICLE VIII.	THE AGENT	73
8.1	Appointment and Duties	73
8.2	Binding Effect	74
8.3	Use of Discretion	75
8.4	Delegation of Rights and Duties	75
8.5	Reliance and Liability	76
8.6	Agent Individually	77
8.7	Lender Credit Decision	78
8.8	Expenses; Indemnities; Withholding	78
8.9	Resignation of Agent or L/C Issuer	79
8.10	Release of Collateral or Guarantors	80
8.11	Additional Secured Parties	81
8.12	Documentation Agent	81

iii

ARTICLE IX.	MISCELLANEOUS	81
9.1	Amendments and Waivers	81
9.2	Notices	83
9.3	Electronic Transmissions	84
9.4	No Waiver; Cumulative Remedies	85
9.5	Costs and Expenses	85
9.6	Indemnity	86
9.7	Marshaling; Payments Set Aside	87
9.8	Successors and Assigns	87
9.9	Assignments and Participations; Binding Effect	88
9.10	Non-Public Information; Confidentiality	90
9.11	Set-off; Sharing of Payments	92
9.12	Counterparts; Facsimile Signature	93
9.13	Severability	93
9.14	Captions	94
9.15	Independence of Provisions	94
9.16	Interpretation	94
9.17	No Third Parties Benefited	94
9.18	Governing Law and Jurisdiction	94
9.19	Waiver of Jury Trial	95
9.20	Entire Agreement; Release; Survival	95
9.21	Patriot Act	96
9.22	Replacement of Lender	96
9.23	Joint and Several	97
9.24	Creditor-Debtor Relationship	97
9.25	Actions in Concert	97
9.26	Judgment Currency; Contractual Currency	97
9.27	Loan Documents in English	98
9.28	No Deemed Subordination	98
9.29	Affirmation of Obligations	99
ARTICLE X.	TAXES, YIELD PROTECTION AND ILLEGALITY	99
10.1	Taxes	99
10.2	Illegality	102
10.3	Increased Costs and Reduction of Return	103
10.4	Funding Losses	104
10.5	Inability to Determine Rates	105
10.6	Reserves on LIBOR Rate Loans	105
10.7	Certificates of Lenders	105
ARTICLE XI.	DEFINITIONS	105

iv

11.1	Defined Terms	105
11.2	Other Interpretive Provisions	139
11.3	Accounting Terms and Principles	140
11.4	Payments	140

v

SCHEDULES

Schedule 1.1(a) Term Loan Commitments

Schedule 1.1(b) Revolving Loan Commitments and Canadian Revolving Loan Commitments

Schedule 3.1(b)    Permits

Schedule 3.5    Litigation

Schedule 3.7    ERISA

Schedule 3.8    Closing Date Sources and Uses; Funds Flow Memorandum

Schedule 3.9    Ownership of Property; Liens

Schedule 3.11(e)    Projections

Schedule 3.12    Environmental

Schedule 3.15    Labor Relations

Schedule 3.16    Intellectual Property

Schedule 3.18    Insurance

Schedule 3.19    Ventures, Subsidiaries and Affiliates; Outstanding Stock

Schedule 3.20    Jurisdiction of Organization; Chief Executive Office

Schedule 3.21    Locations of Inventory, Equipment and Books and Records

Schedule 3.22    Deposit Accounts and Other Accounts

Schedule 3.23    Government Contracts

Schedule 3.25    Bonding; Licenses

Schedule 3.30    Titled Vehicles

Schedule 3.31    Equipment

Schedule 5.1    Liens

Schedule 5.4    Investments

Schedule 5.5    Indebtedness

Schedule 5.6    Transactions with Affiliates

Schedule 5.9    Contingent Obligations

EXHIBITS

Exhibit 1.1(c)    Form of L/C Request

Exhibit 1.1(d)    Form of Swing Loan Request

Exhibit 1.6    Form of Notice of Conversion/Continuation of Loans

Exhibit 2.1    Closing Checklist

Exhibit 4.2(b)    Form of Compliance Certificate

Exhibit 11.1(a)    Form of Assignment

Exhibit 11.1(b)    Form of Borrowing Base Certificate

Exhibit 11.1(c)    Form of Notice of Borrowing

Exhibit 11.1(d)    Form of Canadian Revolving Note

Exhibit 11.1(e)    Form of US Revolving Note

Exhibit 11.1(f)    Form of Swingline Note

Exhibit 11.1(g)    Form of Term Note

vi

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified, supplemented and/or restated from time to time, this “Agreement”) is entered into as of March 12, 2013, by and among Coast Crane Company, a Delaware corporation (the “US Borrower”), Coast Crane Ltd., a British Columbia corporation (the “Canadian Borrower” and together with the US Borrower, each a “Borrower” and collectively, the “Borrowers”), CC Acquisition Holding Corp., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Administrative Agent for the several financial institutions from time to time party to this Agreement as Lenders and for itself as a Lender (including as Swingline Lender), and such Lenders.

W I T N E S S E T H:

WHEREAS, the Credit Parties signatory thereto, the lenders signatory thereto (the “Existing Lenders”) and General Electric Capital Corporation, as agent for the Existing Lenders (the “Existing Agent”), are parties to that certain Amended and Restated Credit Agreement, dated as of November 14, 2011 (as amended, modified, supplemented and/or restated from time to time prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Lenders extended to the Borrowers a revolving credit facility;

WHEREAS, pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), (i) Holdings, which directly owns all of the Stock of the US Borrower, and the Domestic Subsidiaries of the US Borrower, have guaranteed all of the Obligations (as defined in the Existing Credit Agreement), and (ii) the Credit Parties have granted to Agent, for the benefit of Agent and the Existing Lenders, a security interest in, and lien upon, substantially all of their personal and real property as security for the Obligations, including all of the Stock of the US Borrower and the Domestic Subsidiaries of the US Borrower and sixty-six percent (66%) of the Stock of the Foreign Subsidiaries of the US Borrower (provided that such security interest in the Stock of Canadian Borrower to the extent securing the US Obligations (but not the Canadian Obligations) shall be limited as provided in the Guaranty and Security Agreement);

WHEREAS, the parties hereto desire to enter into this Agreement to, among other things, (i) amend and restate in its entirety the Existing Credit Agreement, without constituting a novation of the obligations, liabilities and indebtedness of the Borrowers or any other Credit Party thereunder or evidence a payment of all or any of such obligations, liabilities and indebtedness and (ii) continue to provide working capital financing, funds for other general corporate purposes and funds for other purposes permitted hereunder;

WHEREAS, Holdings, the US Borrower and the Domestic Subsidiaries of the US Borrower, each has agreed to continue to guaranty all of the Obligations and to secure all of its obligations under the Loan Documents by granting to Agent, for the benefit of Agent and Lenders, a security interest in, and Lien upon, all of its existing and after-acquired personal and real property, including all Stock of their respective Subsidiaries (provided that such security interest in the Stock of Canadian

Borrower to the extent securing the US Obligations (but not the Canadian Obligations) shall be limited as provided in the Guaranty and Security Agreement); and

WHEREAS, the Canadian Borrower has agreed to continue to secure all of its obligations under the Loan Documents by granting to Agent, for the benefit of Agent and Canadian Revolving Lenders, a security interest in, hypothec in, and Lien upon, all of its existing and after-acquired personal and real property and real, movable and immovable property, including all Stock of the Subsidiaries of the Canadian Borrower.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the US Borrower, the Canadian Borrower, the other Credit Parties, Lenders and Agent hereby amend and restate as of the Closing Date the Existing Credit Agreement in its entirety as follows:

ARTICLE I.THE CREDITS

1.1Amounts and Terms of Commitments.

(a)The Term Loan.

(i)Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment (each such Lender, a “Term Lender”) severally and not jointly agrees to lend, on the Closing Date, to the US Borrower the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitments” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). Amounts borrowed under this subsection 1.1(a)(i) are referred to as the “Term Loan.”

(ii)Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed.

(b)The US Revolving Credit.

(i)Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each US Revolving Lender severally and not jointly agrees to make loans (the “US Revolving Credit Facility”) to the US Borrower (each such loan, a “US Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such US Revolving Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such US Revolving Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of US Revolving Loans, the aggregate principal amount of all outstanding US Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection

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1.1(b) may be repaid and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will be the lesser of:

(y)    the US Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, less the sum of (A) the aggregate amount of Letter of Credit Obligations, plus (B) outstanding Swing Loans, or

(z)    the Aggregate Revolving Loan Commitment then in effect, less the sum of (A) those Reserves imposed by Agent in its Permitted Discretion, plus (B) the Performance Reserve, plus (C) the aggregate amount of Letter of Credit Obligations, plus (D) outstanding Swing Loans, plus (E) outstanding Canadian Revolving Loans.

(ii)Subject to subsection 1.10(c) and the last two sentences of subsection 1.8(c)(i), at any time the then outstanding principal balance of US Revolving Loans exceeds the Maximum Revolving Loan Balance, then the US Borrower shall immediately (A) prepay outstanding Swing Loans, then (B) prepay outstanding US Revolving Loans and (C) then cash collateralize outstanding Letters of Credit in a manner satisfactory to the L/C Issuers, in an amount sufficient to eliminate such excess in accordance herewith.

(iii)If the US Borrower requests that US Revolving Lenders make, or permit to remain outstanding US Revolving Loans in excess of the US Borrowing Base (any such excess US Revolving Loan is herein referred to as an “US Overadvance”), Agent may, in its sole discretion, elect to make, or permit to remain outstanding such US Overadvance; provided, however, that Agent may not cause US Revolving Lenders to make, or permit to remain outstanding, (A) aggregate US Revolving Loans in excess of the Aggregate Revolving Loan Commitment less the sum of (x) outstanding Swing Loans plus (y) the aggregate amount of Letter of Credit Obligations plus (z) outstanding Canadian Revolving Loans or (B) a US Overadvance in an aggregate amount in excess of 10% of the Aggregate Revolving Loan Commitment. If a US Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all US Revolving Lenders shall be bound to make, or permit to remain outstanding, such US Overadvance based upon their US Commitment Percentages of the Aggregate Revolving Loan Commitment in accordance with the terms of this Agreement, regardless of whether the conditions to lending set forth in Section 2.2 have been met. Furthermore, Required Lenders may prospectively revoke Agent’s ability to make or permit US Overadvances by written notice to Agent. All US Overadvances shall constitute Base Rate Loans and shall bear interest at the Base Rate plus the Applicable Margin for US Revolving Loans and the default rate under subsection 1.3(c).

(c)Letters of Credit.

(i)Conditions. On the terms and subject to the conditions contained herein, the US Borrower may request that one or more L/C Issuers Issue, in accordance with such L/C Issuers’ usual and customary business practices and for the account of the US Borrower, Letters of Credit (denominated in US Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of (x) the Final Availability Date and (y) seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided,

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however, that no L/C Issuer shall Issue any Letter of Credit upon the occurrence of any of the following or, if after giving effect to such Issuance:

(A)(i) Availability would be less than zero or (ii) the Letter of Credit Obligations for all Letters of Credit would exceed $7,500,000 (the “L/C Sublimit”);

(B)the expiration date of such Letter of Credit (i) is not a Business Day, (ii) is more than one year after the date of Issuance thereof or (iii) is later than seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the US Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the US Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or

(C)(i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the US Borrower, the documents that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”).

Furthermore, (i) nothing herein shall be construed as a commitment on the part of GE Capital or any other L/C Issuer to Issue Letters of Credit, or to Issue Letters of Credit in any specific form or to any specified beneficiary and (ii) GE Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Notwithstanding anything else to the contrary herein, if any US Revolving Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the Revolving Loan Commitments of the other US Revolving Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all US Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other US Revolving Lenders in a manner consistent with subsection 1.11(e)(ii).

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(ii)Notice of Issuance. The US Borrower shall give the relevant L/C Issuer and Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and Agent not later than 2:00 p.m. (New York time) on the third Business Day prior to the date of such requested Issuance. Such notice shall be made in a writing or Electronic Transmission substantially in the form of Exhibit 1.1(c) duly completed or in any other written form acceptable to such L/C Issuer (an “L/C Request”).

(iii)Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide Agent, in form and substance satisfactory to Agent, each of the following on the following dates: (A) (i) on or prior to any Issuance of any Letter of Credit by such L/C Issuer, (ii) immediately after any drawing under any such Letter of Credit or (iii) immediately after any payment (or failure to pay when due) by the US Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, and Agent shall provide copies of such notices to each US Revolving Lender reasonably promptly after receipt thereof; (B) upon the request of Agent (or any US Revolving Lender through Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by Agent; and (C) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to Agent, setting forth the Letter of Credit Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week.

(iv)Acquisition of Participations. Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the Letter of Credit Obligations, each US Revolving Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related Letter of Credit Obligations in an amount equal to its US Commitment Percentage of such Letter of Credit Obligations.

(v)Reimbursement Obligations of the US Borrower. The US Borrower agrees to pay to the L/C Issuer of any Letter of Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the US Borrower receives notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Reimbursement Obligation is not repaid by the US Borrower as provided in this clause (v) (or any such payment by the US Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Agent of such failure (and, upon receipt of such notice, Agent shall notify each US Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable by the US Borrower on demand with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to US Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate specified in subsection 1.3(c) to past due US Revolving Loans that are Base Rate Loans (regardless of whether or not an election is made under such subsection).

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(vi)Reimbursement Obligations of the US Revolving Lenders.

(1)Upon receipt of the notice described in clause (v) above from Agent, each US Revolving Lender shall pay to Agent for the account of such L/C Issuer its US Commitment Percentage of such Letter of Credit Obligations (as such amount may be increased pursuant to subsection 1.11(e)(ii)).

(2)By making any payment described in clause (1) above (other than during the continuation of an Event of Default under subsection 7.1(f) or 7.1(g)), such US Revolving Lender shall be deemed to have made a US Revolving Loan to the US Borrower, which, upon receipt thereof by the Agent for the benefit of such L/C Issuer, the US Borrower shall be deemed to have used in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a US Revolving Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the Letter of Credit Obligation in respect of the related L/C Reimbursement Obligations. Such participation shall not otherwise be required to be funded. Following receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (vi) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay to the Agent, for the benefit of such US Revolving Lender, all amounts received by such L/C Issuer (or to the extent such amounts shall have been received by the Agent for the benefit of such L/C Issuer, the Agent shall promptly pay to such US Revolving Lender all amounts received by the Agent for the benefit of such L/C Issuer) with respect to such portion.

(vii)Obligations Absolute. The obligations of the US Borrower and the US Revolving Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any US Revolving Lender, (i) the failure of any condition precedent set forth in Section 2.2 to be satisfied (each of which conditions precedent the US Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the US Borrower or any US Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the US Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

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(d)Swing Loans.

(i)Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make loans (each a “Swing Loan”) available to the US Borrower as a subfacility under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided, however, that the Swingline Lender may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all US Revolving Loans would exceed the Maximum Revolving Loan Balance and (y) during the period commencing on the first Business Day after it receives notice from Agent or the Required Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be reborrowed under this clause (i).

(ii)Borrowing Procedures. In order to request a Swing Loan, the US Borrower shall give to Agent a notice to be received not later than 2:00 p.m. (New York time) on the day of the proposed Borrowing, which shall be made in a writing or in an Electronic Transmission substantially in the form of Exhibit 1.1(d) or in a writing in any other form acceptable to Agent duly completed (a “Swingline Request”). In addition, if any Notice of Borrowing of US Revolving Loans requests a Borrowing of Base Rate Loans, the Swingline Lender may, notwithstanding anything else to the contrary herein, make a Swing Loan to the US Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender may make a Swing Loan available to the US Borrower by making the proceeds thereof available to Agent and, in turn, Agent shall make such proceeds available to the US Borrower on the date set forth in the relevant Swingline Request or Notice of Borrowing.

(iii)Refinancing Swing Loans.

(1)The Swingline Lender may at any time (and shall, no less frequently than once each week) forward a demand to Agent (which Agent shall, upon receipt, forward to each US Revolving Lender) that each US Revolving Lender pay to Agent, for the account of the Swingline Lender, such US Revolving Lender’s US Commitment Percentage of the outstanding Swing Loans (as such amount may be increased pursuant to subsection 1.11(e)(ii)).

(2)Each US Revolving Lender shall pay the amount owing by it to Agent for the account of the Swingline Lender on the Business Day following receipt of the notice or demand therefor. Payments received by Agent after 1:00 p.m. (New York time) may, in

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the Agent’s discretion, be deemed to be received on the next Business Day. Upon receipt by Agent of such payment (other than during the continuation of any Event of Default under subsection 7.1(f) or 7.1(g)), such US Revolving Lender shall be deemed to have made a US Revolving Loan to the US Borrower, which, upon receipt of such payment by the Swingline Lender from Agent, the US Borrower shall be deemed to have used in whole to refinance such Swing Loan. In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under subsection 7.1(f) or 7.1(g), each US Revolving Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such US Revolving Lender’s US Commitment Percentage of such Swing Loan. If any payment made by any US Revolving Lender as a result of any such demand is not deemed a US Revolving Loan, such payment shall be deemed a funding by such US Revolving Lender of such participation. Such participation shall not be otherwise required to be funded. Upon receipt by the Swingline Lender of any payment from any US Revolving Lender pursuant to this clause (iii) with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such US Revolving Lender all payments of principal (to the extent received after such payment by such US Revolving Lender) and interest (to the extent accrued with respect to periods after such payment) on account of such Swing Loan received by the Swingline Lender with respect to such portion.

(iv)Obligation to Fund Absolute. Each US Revolving Lender’s obligations pursuant to clause (iii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such US Revolving Lender, any Affiliate thereof or any other Person may have against the Swingline Lender, Agent, any other Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 2.2 to be satisfied or the failure of the US Borrower to deliver a Notice of Borrowing (each of which requirements the US Revolving Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Credit Party.

(e)The Canadian Revolving Credit Facility.

(i)Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Canadian Revolving Lender severally and not jointly agrees to make loans to the Canadian Borrower in US Dollars (each such loan, a “Canadian Revolving Loan”) as a subfacility under the Revolving Loan Commitments (the “Canadian Revolving Credit Facility”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed the amount set forth opposite such Canadian Revolving Lender’s name in Schedule 1.1(b) under the heading “Canadian Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Canadian Revolving Lender’s “Canadian Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Canadian Revolving Loans, (x) the aggregate principal amount of all outstanding Canadian Revolving Loans shall not exceed the lesser of (1) the Canadian Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) or (2) the Canadian Revolving Loan Commitment then in effect less those Reserves imposed by Agent in its

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Permitted Discretion and (y) the aggregate principal amount of all outstanding US Revolving Loans shall not exceed the Aggregate Revolving Loan Commitment then in effect less the sum of (i) those Reserves imposed by Agent in its Permitted Discretion, plus (ii) the Performance Reserve, plus (iii) the aggregate amount of Letter of Credit Obligations, plus (iv) outstanding Swing Loans, plus (v) outstanding Canadian Revolving Loans. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(a) may be repaid and reborrowed from time to time.

(ii)Subject to subsection 1.10(d) and the last two sentences of subsection 1.8(c)(ii), at any time the then outstanding principal balance of Canadian Revolving Loans exceeds the lesser of (x) the Canadian Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) or (y) the Canadian Revolving Loan Commitment then in effect less those Reserves imposed by Agent in its Permitted Discretion, then the Canadian Borrower shall immediately prepay outstanding Canadian Revolving Loans in an amount sufficient to eliminate such excess in accordance herewith.

(iii)If the Canadian Borrower requests that Canadian Revolving Lenders make, or permit to remain outstanding Canadian Revolving Loans in excess of the Canadian Borrowing Base (any such excess Canadian Revolving Loan is herein referred to as an “Canadian Overadvance”), Agent may, in its sole discretion, elect to make, or permit to remain outstanding such Canadian Overadvance; provided, however, that Agent may not cause Canadian Revolving Lenders to make, or permit to remain outstanding, (A) aggregate Canadian Revolving Loans in excess of the Aggregate Canadian Revolving Loan Commitment or (B) a Canadian Overadvance in an aggregate amount in excess of 10% of the Aggregate Canadian Revolving Loan Commitment. If a Canadian Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Canadian Revolving Lenders shall be bound to make, or permit to remain outstanding, such Canadian Overadvance based upon their Canadian Commitment Percentage of the Aggregate Canadian Revolving Loan Commitment in accordance with the terms of this Agreement, regardless of whether the conditions to lending set forth in Section 2.2 have been met. Furthermore, Required Lenders may prospectively revoke Agent’s ability to make or permit Canadian Overadvances by written notice to Agent. All Canadian Overadvances shall constitute Base Rate Loans and shall bear interest at the Base Rate plus the Applicable Margin for Canadian Revolving Loans and the default rate under subsection 1.3(c).

(f)Loans Under Existing Credit Agreement. The Credit Parties acknowledge and agree that as of the Closing Date (i) the outstanding principal amount of the US Revolving Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement equals $51,241,805.83 and that such US Revolving Loans are continued as US Revolving Loans hereunder and (ii) the outstanding principal amount of the Canadian Revolving Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement equals $4,074,654.02 and that such Canadian Revolving Loans are continued as Canadian Revolving Loans hereunder. All Revolving Loan Commitments (as defined in the Existing Credit Agreement) and Canadian Revolving Loan Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall hereinafter be continued as Revolving Loan Commitments or Canadian Revolving Commitments, as applicable, hereunder; provided, that Revolving Loan Commitments under the Existing Credit Agreement in an amount of $40,000,000 shall be re-characterized as Term Loan

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Commitments hereunder. Notwithstanding anything set forth herein to the contrary, in order to effect (x) the continuation of the US Revolving Loans, Canadian Revolving Loans and Letters of Credit contemplated by the preceding sentence, the amount, if any, to be funded on the Closing Date by each US Revolving Lender and Canadian Revolving Lender, as applicable, hereunder in respect of its Revolving Loan Commitment or Canadian Revolving Commitment, as applicable, shall be deemed to have been reduced by the principal amount of such US Revolving Lender’s respective Revolving Loans or such Canadian Revolving Lender’s respective Canadian Revolving Loans, as applicable, under the Existing Credit Agreement outstanding on the Closing Date, and (y) the reallocation of Loans and Commitments among the Lenders to reflect the amounts set forth on Schedule 1.1(b), the Lenders shall be deemed to have transferred Loans and Commitments amongst themselves in amounts sufficient to effect such reallocation.

1.2Evidence of Loans; Notes.

(a)The Term Loan made by each Term Lender is evidenced by this Agreement and, if requested by such Term Lender, a Term Note payable to such Term Lender in an amount equal to the unpaid principal balance of the Term Loan held by such Term Lender.

(b)The US Revolving Loans made by each US Revolving Lender are evidenced by this Agreement and, if requested by such US Revolving Lender, a US Revolving Note payable to such US Revolving Lender in an amount equal to such US Revolving Lender’s Revolving Loan Commitment.

(c)The Canadian Revolving Loans made by each Canadian Revolving Lender are evidenced by this Agreement and, if requested by such Canadian Revolving Lender, a Canadian Revolving Note payable to such Canadian Revolving Lender in an amount equal to such Canadian Revolving Lender’s Canadian Revolving Loan Commitment.

(d)Swing Loans made by the Swingline Lender are evidenced by this Agreement and, if requested by such Lender, a Swingline Note in an amount equal to the Swingline Commitment.

1.3Interest.

(a)Subject to subsections 1.3(c) and 1.3(d), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to (x) in the case of the Term Loan, US Revolving Loans and Canadian Revolving Loans, the LIBOR Rate or the Base Rate, as the case may be or (y) in the case of Swing Loans, the Base Rate, plus the Applicable Margin. Each determination of an interest rate by Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of fees and interest payable under this Agreement shall be made on the basis of a (i) 360-day year and actual days elapsed for LIBOR Rate Loans and Letters of Credit and (ii) 365/366-day year and actual days elapsed for Base Rate Loans. All computations of fees payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof.

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(b)Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid (i) on the portion of any Term Loans paid or prepaid on the date of any such payment or prepayment and (ii) on Revolving Loans on the Revolving Termination Date.

(c)At the election of Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) exists), the Borrowers shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Loans from and after the date of occurrence of such Event of Default, at a rate per annum which is determined by adding two percent (2.0%) per annum to the Applicable Margin then in effect for such Loans (plus the LIBOR or Base Rate, as the case may be). All such interest shall be payable on demand of Agent or the Required Lenders.

(d)Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the applicable Borrower shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, such Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.

(e)For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively.

1.4Loan Accounts.

(a)Agent, on behalf of the Lenders, shall record on its books and records the amount of each Loan made, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. Agent shall deliver to the Borrowers on a monthly basis a loan statement setting forth such record for the immediately preceding calendar month. Such record shall, absent manifest error, be conclusive evidence of the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder (and under any Note) to pay any amount owing with respect to the Loans or provide the basis for any claim against Agent.

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(b)Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this subsection 1.4(b), shall establish and maintain at its address referred to in Section 9.2 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent, each Lender and each L/C Issuer in the Term Loan, US Revolving Loans, Canadian Revolving Loans, Swing Loans, L/C Reimbursement Obligations, and Letter of Credit Obligations, each of their obligations under this Agreement to participate in each Loan, Letter of Credit, Letter of Credit Obligations, and L/C Reimbursement Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Sections 9.9 and 9.22), (2) the Term Loan Commitment of each Term Lender, (3) the Revolving Loan Commitments of each US Revolving Lender, (4) the Canadian Revolving Loan Commitments of each Canadian Revolving Lender, (5) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Rate Loans, the Interest Period applicable thereto, (6) the amount of any principal or interest due and payable or paid, (7) the amount of the L/C Reimbursement Obligations due and payable or paid in respect of Letters of Credit and (8) any other payment received by Agent from the Borrowers and its application to the Obligations.

(c)Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of US Revolving Loans, the corresponding obligations to participate in Letter of Credit Obligations and Swing Loans) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

(d)The Credit Parties, Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrowers, Agent, such Lender or such L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by Agent.

1.5Procedure for Revolving Credit Borrowing.

(a)Each Borrowing of a US Revolving Loan shall be made upon the US Borrower’s irrevocable (subject to Section 10.5) written notice delivered to Agent substantially in the form of a Notice of Borrowing or in a writing in any other form acceptable to Agent, which notice must be received by Agent prior to 2:00 p.m. (New York time) (i) on the date which is one (1) Business Day prior to the requested Borrowing date in the case of each Base Rate Loan and (ii)

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on the date which is three (3) Business Days prior to the requested Borrowing date in the case of each LIBOR Rate Loan. Such Notice of Borrowing shall specify:

(iv)the amount of the Borrowing (which shall be in an aggregate minimum principal amount of $100,000);

(v)the requested Borrowing date, which shall be a Business Day;

(vi)whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and

(vii)if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans.

(b)Each Borrowing of a Canadian Revolving Loan shall be made upon the Canadian Borrower’s irrevocable (subject to Section 10.5) written notice delivered to Agent substantially in the form of a Notice of Borrowing or in a writing in any other form acceptable to Agent, which notice must be received by Agent prior to 2:00 p.m. (New York time) (i) on the date which is one (1) Business Day prior to the requested Borrowing date in the case of each Base Rate Loan and (iii) on the date which is three (3) Business Days prior to the requested Borrowing date in the case of each LIBOR Rate Loan. Such Notice of Borrowing shall specify:

(i)the amount of the Borrowing (which shall be in an aggregate minimum principal amount of $100,000);

(ii)the requested Borrowing date, which shall be a Business Day;

(iii)whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and

(iv)if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Canadian Revolving Loans.

(c)Upon receipt of a Notice of Borrowing, Agent will promptly notify the relevant Revolving Lenders of such Notice of Borrowing and of the amount of such Revolving Lender’s US Commitment Percentage of the Borrowing or Canadian Commitment Percentage of the Borrowing, as the case may be.

(d)Unless Agent is otherwise directed in writing by the relevant Borrower, the proceeds of each requested Borrowing after the Closing Date will be made available to such Borrower by Agent by wire transfer of such amount to such Borrower pursuant to the wire transfer instructions specified on the signature page hereto.

1.6Conversion and Continuation Elections.

(a)The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other

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than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4, if such conversion is made prior to the expiration of the Interest Period applicable thereto and (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000. Any such election must be made by the relevant Borrower by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the relevant Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by such Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The relevant Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation of Loans, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation of Loans”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made as, converted into or continued as a LIBOR Rate Loan if the conditions to Loans and Letters of Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof.

(b)Upon receipt of a Notice of Conversion/Continuation of Loans, Agent will promptly notify each relevant Lender thereof. In addition, Agent will, with reasonable promptness, notify the relevant Borrower and Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations of Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each applicable Lender with respect to which the notice was given.

(c)Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing of Loans, or to any continuation or conversion of any Loans, there shall not be more than (i) with respect to the Term Loan, seven (7) different Interest Periods in effect, (ii) with respect to US Revolving Loans, seven (7) different Interest Periods in effect and (iii) with respect to Canadian Revolving Loans, seven (7) different Interest Periods in effect.

1.7Optional Prepayments and Reductions in Revolving Loan Commitments and Canadian Revolving Loan Commitments.

(a)US Borrower may at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Agent) prior written notice by US Borrower to Agent, prepay the Term Loan in whole or in part in an amount greater than or equal to $500,000 with increments of $100,000 in excess thereof, in each instance, without penalty or premium except as provided in Section10.4. Optional partial prepayments of the Term Loan shall be applied in the manner set forth in subsection 1.8(d)(i). Optional partial prepayments of the Term Loan in amounts less than

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$100,000 shall not be permitted. The notice of any prepayment shall not thereafter be revocable by the US Borrower and Agent will promptly notify each Lender thereof and of such Lender’s US Commitment Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7(a), the US Borrower shall pay any amounts required pursuant to Section10.4.

(b)US Borrower may at any time upon at least two (2) Business Days’(or such shorter period as is acceptable to Agent) prior written notice by US Borrower to Agent permanently reduce (but not terminate) the Aggregate Revolving Loan Commitment; provided, that (i) such reductions shall be in an amount greater than or equal to $1,000,000, (ii) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (A) $10,000,000 and (B) the sum of the aggregate outstanding principal balance of US Revolving Loans, Canadian Revolving Loans, Swing Loans plus Letter of Credit Obligations outstanding and (iii) any reduction in the Revolving Loan Commitment shall cause a corresponding pro rata reduction in the Swingline Commitment. In addition, Borrowers may at any time on at least five (5) days’ prior written notice by Borrowers to Agent terminate the Aggregate Revolving Loan Commitment; provided, that upon such termination, all Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance herewith. Optional reductions or terminations of the Revolving Loan Commitment shall be without premium or penalty except as provided in Section 10.4. All reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all US Revolving Lenders with a US Revolving Loan Commitment. A permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit.

1.8Mandatory Prepayments of Loans.

(a)Scheduled Term Loan Payments. The principal amount of the Term Loan shall be paid in installments on the dates and in the respective amounts shown below:

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Date of Payment	Amount of TermLoan Payment
June 30, 2013	$500,000
September 30, 2013	$500,000
December 31, 2013	$500,000
March 31, 2014	$500,000
June 30, 2014	$500,000
September 30, 2014	$500,000
December 31, 2014	$500,000
March 31, 2015	$500,000
June 30, 2015	$500,000
September 30, 2015	$500,000
December 31, 2015	$500,000
March 31, 2016	$500,000
June 30, 2016	$500,000
September 30, 2016	$500,000
December 31, 2016	$500,000
March 12, 2017	$32,500,000

The final scheduled installment of the Term Loan shall, in any event, be in an amount equal to the entire remaining principal balance of the Term Loan.

(b)Revolving Loan. The Borrowers shall repay to the Lenders in full on the date specified in clause (a) of the definition of “Revolving Termination Date” the aggregate principal amount of the US Revolving Loans, Canadian Revolving Loans and Swing Loans outstanding on the Revolving Termination Date.

(c)Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time:

(i)make or agree to make a Disposition; or

(ii)suffer an Event of Loss;

then (A) the Borrowers shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(d)(i) hereof; provided that any such Net Proceeds received by any Canadian Credit Party shall be used by Canadian Borrower to repay the Canadian Revolving Loans in an amount equal to the amount of such Net Proceeds and such payments shall be applied in accordance with subsection 1.8(d)(ii).

(d)Application of Prepayments.

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(i)Subject to subsection 1.10(c), any prepayments of the Term Loan pursuant to Section 1.7 and any prepayments of Loans pursuant to subsection 1.8(c) (other than prepayments made by Canadian Credit Parties set forth therein), shall be applied first to prepay all remaining installments of the Term Loan in inverse order of maturity, second to prepay outstanding Swing Loans, and third to prepay outstanding US Revolving Loanswithout a permanent reduction of the Aggregate Revolving Loan Commitment. To the extent permitted by the foregoing sentence, amounts prepaid within any tranche shall be applied first to any Base Rate Loans in such tranche then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the US Borrower shall pay any amounts required pursuant to Section 10.4.

(ii)Subject to subsection 1.10(d), any prepayments made by any Canadian Credit Party pursuant to subsection 1.8(c) shall be applied to prepay outstanding Canadian Revolving Loans without a permanent reduction of the Aggregate Canadian Revolving Loan Commitment. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Canadian Revolving Loans which are Base Rate Loans then outstanding and then to outstanding Canadian Revolving Loans which are LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the US Borrower shall pay any amounts required pursuant to Section 10.4.

(e)No Implied Consent. Provisions contained in this Section 1.8 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan Documents.

1.9Fees.

(a)Fees. The US Borrower shall pay to Agent, for Agent’s own account, fees in the amounts and at the times set forth in a letter agreement between the US Borrower and Agent dated as of the Closing Date (as amended from time to time, the “Fee Letter”).

(b)Unused Commitment Fee. The US Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each US Revolving Lender in an amount equal to:

(iii)the average daily amount of the Revolving Loan Commitment of such US Revolving Lender during the preceding calendar month, less

(iv)the sum of (x) the average daily balance of all US Revolving Loans and Canadian Revolving Loans held by such US Revolving Lender or any Canadian Revolving Lender which is also a US Revolving Lender or an Affiliate of such US Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such US Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) with respect to the Swingline Lender be less than zero,

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(v)multiplied by one-half of one percent (0.50%) per annum.

The total Unused Commitment Fee paid by the US Borrower will be equal to the sum of all of the Unused Commitment Fees due to the US Revolving Lenders, subject to subsection 1.11(e)(vi). Such fee shall be payable monthly in arrears on the first day of each calendar month following the date hereof. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after the execution and delivery of this Agreement.

(c)Letter of Credit Fee. The US Borrower agrees to pay to Agent for the ratable benefit of the US Revolving Lenders, as compensation to such US Revolving Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the US Borrower, all costs and expenses incurred by Agent or any US Revolving Lender on account of such Letter of Credit Obligations, and (ii) for each calendar month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to US Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Lenders’ option, while an Event of Default exists (or automatically while an Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the US Revolving Lenders in arrears, on the first day of each calendar month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the US Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees (including any fronting fees) at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

1.10Payments by the Borrowers.

(a)All payments (including prepayments) to be made by each Credit Party on account of the principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in US Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Borrowers and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any

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Obligation and, subject to subsection 1.10(c) and (d), any proceeds of Collateral. The US Borrower hereby authorizes Agent and each US Revolving Lender to make a Revolving Loan (which shall be a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the US Borrower, other fees, costs or expenses payable by the US Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. The Canadian Borrower hereby authorizes Agent and each Canadian Revolving Lender to make a Canadian Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest and principal in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Canadian Borrower, other fees, costs or expenses payable by the Canadian Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

(b)Subject to the provisions set forth in the definition of “Interest Period” herein, if any payment 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 interest or fees, as the case may be.

(c)During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Agent in respect of any US Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all payments made by US Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), any proceeds of Collateral securing the US Obligations (and, for the avoidance of doubt, excluding any Collateral which secures only the Canadian Obligations), shall be applied as follows:

first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the US Credit Parties under the Loan Documents;

second, to payment of Attorney Costs of US Revolving Lenders and Term Lenders payable or reimbursable by the US Borrower under this Agreement;

third, to payment of all accrued unpaid interest on the US Obligations and fees owed to Agent, US Revolving Lenders, Term Lenders and L/C Issuers;

fourth, to payment of principal of the US Obligations including, without limitation, L/C Reimbursement Obligations then due and payable and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable;

fifth, to payment of any other amounts owing constituting US Obligations (other than US Obligations under Secured Rate Contracts and Bank Products);

sixth, to payment of any US Obligations under any Secured Rate Contract and Bank Products;

seventh, to payment of Canadian Obligations in accordance with clauses first through fifth of subsection 1.10(d); and

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eighth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third, fourth, fifth and sixth above.

(d)During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Canadian Obligation in accordance with clauses first through fifth below. Notwithstanding any provision herein to the contrary, all payments made by Canadian Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), and any proceeds of Collateral (excluding any Collateral securing the US Obligations (except as expressly set forth in paragraph seventh of subsection 1.10(c))), shall be applied as follows:

first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Canadian Credit Parties under the Loan Documents;

second, to payment of Attorney Costs of Canadian Revolving Lenders payable or reimbursable by the Canadian Borrower under this Agreement;

third, to payment of all accrued unpaid interest on the Canadian Obligations and fees owed to Agent and Canadian Revolving Lenders;

fourth, to payment of principal of the Canadian Obligations;

fifth, to payment of any other amounts owing constituting Canadian Obligations; and

sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Canadian Revolving Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third, fourth and fifth above.

1.11Payments by the Lenders to Agent; Settlement.

(a)Agent may, on behalf of Lenders, disburse funds to the relevant Borrower for Loans requested. Each Lender shall reimburse Agent on demand for all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its US Commitment Percentage or Canadian Commitment Percentage, as the case may be, of any Loan before Agent disburses same to the relevant Borrower. If Agent elects to require that each relevant Lender make funds available to Agent prior to disbursement by Agent to the US Borrower or the Canadian

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Borrower, as the case may be, Agent shall advise such Lender by telephone or fax of the amount of such Lender’s US Commitment Percentage or Canadian Commitment Percentage, as the case may be, of the Loan requested by the relevant Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Lender shall pay Agent such Lender’s US Commitment Percentage or Canadian Commitment Percentage, as the case may be, of such requested Loan, in same day funds, by wire transfer to Agent’s account, as set forth on Agent’s signature page hereto, no later than 1:00 p.m. (New York time) on such scheduled Borrowing date. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments or Canadian Revolving Loan Commitments, as the case may be, hereunder or to prejudice any rights that Agent, any Lender, the US Borrower or the Canadian Borrower may have against any Lender as a result of any default by such Lender hereunder.

(b)At least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone or fax of the amount of such Lender’s US Commitment Percentage or Canadian Commitment Percentage, as the case may be, of principal, interest and fees paid for the benefit of Lenders with respect to each applicable Loan. Agent shall pay to each Lender such Lender’s US Commitment Percentage or Canadian Commitment Percentage, as the case may be (except as otherwise provided in subsection 1.1(b)(vi) and subsection 1.11(e)) of principal, interest and fees paid by the US Borrower or the Canadian Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

(c)Availability of Lender’s Commitment Percentage. Agent may assume that (x) each US Revolving Lender will make its US Commitment Percentage of each US Revolving Loan available to Agent on each Borrowing date and (y) each Canadian Revolving Lender will make its Canadian Commitment Percentage of each Canadian Revolving Loan available to Agent on each Borrowing Date. If such US Commitment Percentage or Canadian Commitment Percentage, as the case may be, is not, in fact, paid to Agent by such US Revolving Lender or Canadian Revolving Lender, as the case may be, when due, Agent will be entitled to recover such amount on demand from such US Revolving Lender or Canadian Revolving Lender, as the case may be, without setoff, counterclaim or deduction of any kind. If any US Revolving Lender or Canadian Revolving Lender fails to pay the amount of its US Commitment Percentage or Canadian Commitment Percentage, as the case may be, forthwith upon Agent’s demand, Agent shall promptly notify the relevant Borrower and such Borrower shall immediately repay such amount to Agent. Nothing in this subsection 1.11(c) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any US Revolving Lender or Canadian Revolving Lender or to relieve any US Revolving Lender or Canadian Revolving Lender from its obligation to fulfill its Revolving Loan Commitments or Canadian Revolving Loan Commitments hereunder or to prejudice any rights that the US Borrower may have against any US Revolving Lender or any rights that the Canadian Borrower may have against any Canadian Revolving Lender as a result of any default by such US Revolving Lender or Canadian Revolving Lender hereunder. Without limiting the provisions of subsection 1.11(b), to the extent that Agent advances funds to the US

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Borrower on behalf of any US Revolving Lender or advances funds to the Canadian Borrower on behalf of any Canadian Revolving Lender and is not reimbursed therefor on the same Business Day as such advance is made, Agent shall be entitled to retain for its account all interest accrued on such advance from the date such advance was made until reimbursed by the relevant US Revolving Lender or Canadian Revolving Lender, as the case may be.

(d)Return of Payments.

(i)If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from the relevant Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind.

(ii)If Agent determines at any time that any amount received by Agent under this Agreement or any other Loan Document must be returned to any Credit Party or paid to any other Person pursuant to any Insolvency Law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest on such amount for the period during which such Lender held such amount, at such rate, if any, as Agent is required to pay to the relevant Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

(e)Non-Funding Lenders.

(i)Responsibility. The failure of any Non-Funding Lender to make any Revolving Loan, or to fund any purchase of any participation to be made or funded by it (including, without limitation, with respect to any Letter of Credit or Swing Loan), or to make any payment required by it under any Loan Document on the date specified therefor shall not relieve any other Lender of its obligations to make such Loan, fund the purchase of any such participation, or make any other such required payment on such date, and neither Agent nor, other than as expressly set forth herein, any other Lender shall be responsible for the failure of any Non-Funding Lender to make a loan, fund the purchase of a participation or make any other required payment under any Loan Document.

(ii)Reallocation. If any US Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such US Revolving Lender is the L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their US Commitment Percentages of the Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s US Commitment Percentage was reduced to zero and each other US Revolving Lender’s US Commitment Percentage had been increased proportionately), provided

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that no US Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding US Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Loan Commitment or would cause a prepayment to be required to be made under subsection 1.1(b)(ii).

(iii)Voting Rights. Notwithstanding anything set forth herein to the contrary, including Section 9.1, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender”, “Term Lender”, “Revolving Lender”, “US Revolving Lender” or “Canadian Revolving Lender” (or be, or have its Loans and Commitments, included in the determination of “Required Lenders” or “Lenders directly affected” pursuant to Section 9.1) for any voting or consent rights under or with respect to any Loan Document, provided that (A) the Commitment of a Non-Funding Lender may not be increased, extended or reinstated, (B) subject to clause (C) below, the principal of any interest on or other amounts due with respect to a Non-Funding Lender’s Loans may not be reduced or forgiven, (C) the interest rate applicable to Obligations owing to a Non-Funding Lender may not be reduced in such a manner that by its terms affects such Non-Funding Lender more adversely than other Lenders that are Term Lenders, US Revolving Lenders or Canadian Revolving Lenders, as applicable, in each case without the consent of such Non-Funding Lender and (D) this subsection 1.11(e)(iii) may not be amended without the consent of the Non-Funding Lenders, if any, at the times of such amendment. Moreover, for the purposes of determining Required Lenders, the Loans, Letter of Credit Obligations, and Commitments held by Non-Funding Lenders shall be excluded from the total Loans and Commitments outstanding.

(iv)Borrower Payments to a Non-Funding Lender. Agent shall be authorized to use all payments received by Agent for the benefit of any Non-Funding Lender pursuant to this Agreement to pay in full the Aggregate Excess Funding Amount to the appropriate Secured Parties. In the case of any Non-Funding Lender that is a US Revolving Lender, Agent shall be entitled to hold as cash collateral in a non-interest bearing account up to an amount equal to such Non-Funding Lender’s pro rata share, without giving effect to any reallocation pursuant to subsection 1.11(e)(ii), of all Letter of Credit Obligations until the US Obligations are paid in full in cash, all Letter of Credit Obligations have been discharged or cash collateralized and all Revolving Loan Commitments and Canadian Revolving Loan Commitments have been terminated. Upon any such unfunded obligations owing by a Non-Funding Lender that is a US Revolving Lender becoming due and payable, Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. With respect to such Non-Funding Lender’s (that is a US Revolving Lender) failure to fund US Revolving Loans or purchase participations in Letters of Credit or Letter of Credit Obligations, any amounts applied by Agent to satisfy such funding shortfalls shall be deemed to constitute a US Revolving Loan or amount of the participation required to be funded and, if necessary to effectuate the foregoing, the other US Revolving Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to have purchased, US Revolving Loans or Letter of Credit participation interests from the other US Revolving Lenders until such time as the aggregate amount of the US Revolving Loans and participations in Letters of Credit and Letter of Credit Obligations are held by the US Revolving Lenders in accordance with their US Commitment Percentages of the Aggregate Revolving Loan Commitment. With respect

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to such Non-Funding Lender’s (that is a Canadian Revolving Lender) failure to fund Canadian Revolving Loans, any amounts applied by Agent to satisfy such funding shortfalls shall be deemed to constitute a Canadian Revolving Loan and, if necessary to effectuate the foregoing, the other Canadian Revolving Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to have purchased, Canadian Revolving Loans from the other Canadian Revolving Lenders until such time as the aggregate amount of the Canadian Revolving Loans are held by the Canadian Revolving Lenders in accordance with their Canadian Commitment Percentages of the Aggregate Canadian Revolving Loan Commitment. Any amounts owing by a Non-Funding Lender to Agent which are not paid when due shall accrue interest, (1) in the case amounts owing by a Non-Funding Lender that is a US Revolving Lender, at the interest rate applicable during such period to US Revolving Loans that are Base Rate Loans or (2) in the case amounts owing by a Non-Funding Lender that is a Canadian Revolving Lender, at the interest rate applicable during such period to Canadian Revolving Loans that are Base Rate Loans. In the event that Agent is holding cash collateral of a Non-Funding Lender that cures pursuant to clause (v) below or ceases to be a Non-Funding Lender pursuant to the definition of Non-Funding Lender, Agent shall return the unused portion of such cash collateral to such Lender. The “Aggregate Excess Funding Amount” of a Non-Funding Lender shall be (x) in the case of a Non-Funding Lender that is a US Revolving Lender, the aggregate amount of (A) all unpaid obligations owing by such US Revolving Lender to the Agent, L/C Issuers, Swingline Lender, and other US Revolving Lenders under the Loan Documents, including such US Revolving Lender’s pro rata share of all US Revolving Loans, Letter of Credit Obligations, Swing Loans, plus, without duplication, (B) all amounts of such Non-Funding Lender’s Letter of Credit Obligations and reimbursement obligations with respect to Swing Loans reallocated to other US Revolving Lenders pursuant to subsection 1.11(e)(ii) or (y) in the case of a Non-Funding Lender that is a Canadian Revolving Lender, the aggregate amount of all unpaid obligations owing by such Canadian Revolving Lender to the Agent and other Canadian Revolving Lenders under the Loan Documents, including such Canadian Revolving Lender’s pro rata share of all Canadian Revolving Loans.

(v)Cure. A Lender may cure its status as a Non-Funding Lender under clause (a) of the definition of Non-Funding Lender if such Lender (A) fully pays to Agent, on behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all interest due thereon and (B) timely funds the next Revolving Loan required to be funded by such Lender or makes the next reimbursement required to be made by such Lender. Any such cure shall not relieve any Lender from liability for breaching its contractual obligations hereunder.

(vi)Fees. A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not be entitled to receive, and the Borrowers shall not be required to pay, such Lender’s portion of the Unused Commitment Fee during the time such Lender is a Non-Funding Lender pursuant to clause (a) thereof. In the event that any reallocation of Letter of Credit Obligations occurs pursuant to subsection 1.11(e)(ii), during the period of time that such reallocation remains in effect, the Letter of Credit Fee payable with respect to such reallocated portion shall be payable to (A) all US Revolving Lenders based on their pro rata share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to any other US Revolving Lenders.

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(f)Procedures. Agent is hereby authorized by each Credit Party and each other Secured Party to establish procedures (and to amend such procedures from time to time) to facilitate administration and servicing of the Loans and other matters incidental thereto. Without limiting the generality of the foregoing, Agent is hereby authorized to establish procedures to make available or deliver, or to accept, notices, documents and similar items on, by posting to or submitting and/or completion on, E-Systems.

1.12Currency Matters. Principal, interest, reimbursement obligations, cash collateral for reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Loan Documents to Agent and Lenders shall be payable (except as otherwise specifically provided herein) in the currency in which such Obligations are denominated. Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in US Dollars. For the purpose of such calculations, comparisons, measurements or determinations, amounts denominated in other currencies shall be converted to the Equivalent Amount thereof in US Dollars on the date of calculation, comparison, measurement or determination. In particular, without limitation, for purposes of valuations or computations under Sections 1.3, 1.8, 1.9 and 1.10, unless expressly provided otherwise, where a reference is made to a US Dollar amount, the amount is to be considered as the amount in US Dollars and, therefore, each other currency shall be converted into the Equivalent Amount thereof in US Dollars.

1.13Eligible Accounts.

(a)US Eligible Accounts. All of the Accounts owned by the US Borrower and properly reflected as “US Eligible Accounts” in the most recent Borrowing Base Certificate delivered by the US Borrower to Agent shall be “US Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against US Eligible Accounts from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria and to establish new criteria with respect to US Eligible Accounts, in its Permitted Discretion, subject to the approval of Required Lenders in the case of adjustments or new criteria which have the effect of making more credit available. US Eligible Accounts shall not include the following Accounts of the US Borrower:

(i)Past Due Accounts. Accounts that are not paid within the earlier of sixty (60) days following its due date or ninety (90) days following its original invoice date;

(ii)Cross Aged Accounts. Accounts that are the obligations of an Account Debtor if fifty percent (50%) or more of the US Dollar amount of all Accounts owing by that Account Debtor are ineligible under subsection 1.13(a)(i);

(iii)Foreign Accounts. Accounts that are the obligations of an Account Debtor (other than the United States government or a political subdivision, agency or instrumentality thereof) located in a foreign country other than Canada unless payment thereof is assured by a letter of credit assigned and delivered to Agent, satisfactory to Agent as to form, amount and issuer;

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(iv)Government Accounts. Accounts that are the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing, or the US Borrower has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation;

(v)Contra Accounts. Accounts to the extent the US Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to the US Borrower or any Subsidiary thereof but only to the extent of the potential offset;

(vi)Chargebacks/Partial Payments/Disputed. Any Account to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;

(vii)Inter-Company/Affiliate Accounts. Accounts that arise from a sale to any Affiliate of the US Borrower;

(viii)Concentration Risk. Accounts to the extent that such Account, together with all other Accounts owing to any Credit Party by such Account Debtor and its Affiliates as of any date of determination exceed fifteen percent (15%) of the sum of all US Eligible Accounts and Canadian Eligible Accounts;

(ix)Credit Risk. Accounts that are otherwise determined to be unacceptable by Agent in its Permitted Discretion, upon the delivery of prior or contemporaneous notice (oral or written) of such determination to the US Borrower;

(x)Pre-Billing. Accounts with respect to which an invoice, reasonably acceptable to Agent in form and substance, has not been sent to the applicable Account Debtor;

(xi)Defaulted Accounts; Bankruptcy. Accounts where:

(1)the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(2)a petition is filed by or against any Account Debtor obligated upon such Account under any Insolvency Law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

(xii)Employee Accounts. Accounts that arise from a sale to any director, officer, other employee, or to any entity that has any common officer or director with the US Borrower;

(xiii)Progress Billing. Accounts (i) as to which the US Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (ii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to

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pay that invoice is subject to the US Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(xiv)Bill and Hold. Accounts that arise with respect to goods that are delivered on a bill-and-hold basis;

(xv)C.O.D. Accounts that arise with respect to goods that are delivered on a cash-on-delivery basis;

(xvi)Credit Limit. Accounts to the extent such Account exceeds any credit limit established by Agent, in its Permitted Discretion, following prior notice of such limit by Agent to the US Borrower;

(xvii)Non-Acceptable Alternative Currency. Accounts that are payable in any currency other than US Dollars;

(xviii)Other Liens Against Receivables. Accounts that (i) are not owned by the US Borrower or (ii) are subject to any right, claim, Lien or other interest of any other Person, other than Liens in favor of Agent securing the US Obligations and Permitted Liens described in subsection 5.1(c);

(xix)Conditional Sale. Accounts that arise with respect to goods that are placed on consignment, guarantied sale or other terms by reason of which the payment by the Account Debtor is conditional;

(xx)Judgments, Notes or Chattel Paper. Accounts that are evidenced by a judgment, Instrument or Chattel Paper (other than a lease of Equipment which does not create a Lien on such Equipment);

(xxi)Not Bona Fide. Accounts that are not true and correct statements of bona fide indebtedness incurred in the amount of such Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(xxii)Ordinary Course; Sales of Equipment or Bulk Sales. Accounts that do not arise from the sale or lease of goods or the performance of services by the US Borrower in the Ordinary Course of Business, including, without limitation, bulk Sales; or

(xxiii)Not Perfected. Accounts as to which Agent’s Lien thereon, on behalf of itself and the other Secured Parties, is not a first priority perfected Lien.

(b)Canadian Eligible Accounts. All of the Accounts owned by the Canadian Borrower and properly reflected as “Canadian Eligible Accounts” in the most recent Borrowing Base Certificate delivered by the Canadian Borrower to Agent shall be “Canadian Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Canadian Eligible Accounts from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable

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criteria and to establish new criteria with respect to Canadian Eligible Accounts, in its Permitted Discretion, subject to the approval of Required Lenders in the case of adjustments or new criteria which have the effect of making more credit available. Canadian Eligible Accounts shall not include the following Accounts of the Canadian Borrower:

(iii)Past Due Accounts. Accounts that are not paid within the earlier of sixty (60) days following its due date or ninety (90) days following its original invoice date;

(iv)Cross Aged Accounts. Accounts that are the obligations of an Account Debtor if fifty percent (50%) or more of the US Dollar Equivalent of the Canadian Dollar amount of all Accounts owing by that Account Debtor are ineligible under subsection 1.13(b)(i);

(v)Foreign Accounts. Accounts that are the obligations of an Account Debtor (other than the Canadian government or a political subdivision, agency or instrumentality thereof) located in a foreign country other than the United States unless payment thereof is assured by a letter of credit assigned and delivered to Agent, satisfactory to Agent as to form, amount and issuer;

(vi)Government Accounts. Accounts that are the obligation of an Account Debtor that is the Canadian government or a political subdivision thereof, or any province, territory, state, county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing, or the Canadian Borrower has complied with any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation;

(vii)Contra Accounts. Accounts to the extent the a Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to a Borrower or any Subsidiary thereof but only to the extent of the potential offset;

(viii)Chargebacks/Partial Payments/Disputed. Any Account to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;

(ix)Inter-Company/Affiliate Accounts. Accounts that arise from a sale to any Affiliate of the Canadian Borrower;

(x)Concentration Risk. Accounts to the extent that such Account, together with all other Accounts owing to any Credit Party by such Account Debtor and its Affiliates as of any date of determination exceed fifteen percent (15%) of the sum of all Canadian Eligible Accounts and US Eligible Accounts;

(xi)Credit Risk. Accounts that are otherwise determined to be unacceptable by Agent in its Permitted Discretion, upon the delivery of prior or contemporaneous notice (oral or written) of such determination to the Canadian Borrower;

(xii)Pre-Billing. Accounts with respect to which an invoice, reasonably acceptable to Agent in form and substance, has not been sent to the applicable Account Debtor;

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(xiii)Defaulted Accounts; Bankruptcy. Accounts where:

(1)the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(2)a petition is filed by or against any Account Debtor obligated upon such Account under any Insolvency Law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

(xiv)Employee Accounts. Accounts that arise from a sale to any director, officer, other employee, or to any entity that has any common officer or director with the Canadian Borrower;

(xv)Progress Billing. Accounts (i) as to which the Canadian Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (ii) representing a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to the Canadian Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(xvi)Bill and Hold. Accounts that arise with respect to goods that are delivered on a bill-and-hold basis;

(xvii)C.O.D. Accounts that arise with respect to goods that are delivered on a cash-on-delivery basis;

(xviii)Credit Limit. Accounts to the extent such Account exceeds any credit limit established by Agent, in its Permitted Discretion, following prior notice of such limit by Agent to the Canadian Borrower;

(xix)Non-Acceptable Alternative Currency. Accounts that are payable in any currency other than US Dollars or Canadian Dollars;

(xx)Other Liens Against Receivables. Accounts that (i) are not owned by the Canadian Borrower or (ii) are subject to any right, claim, Lien or other interest of any other Person, other than Liens in favor of Agent securing the Canadian Obligations and Permitted Liens described in subsection 5.1(c);

(xxi)Conditional Sale. Accounts that arise with respect to goods that are placed on consignment, guarantied sale or other terms by reason of which the payment by the Account Debtor is conditional;

(xxii)Judgments, Notes or Chattel Paper. Accounts that are evidenced by a judgment, Instrument or Chattel Paper (other than a lease of Equipment which does not create a Lien on such Equipment);

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(xxiii)Not Bona Fide. Accounts that are not true and correct statements of bona fide indebtedness incurred in the amount of such Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(xxiv)Ordinary Course; Sales of Equipment or Bulk Sales. Accounts that do not arise from the sale or lease of goods or the performance of services by the Canadian Borrower in the Ordinary Course of Business, including, without limitation, bulk Sales; or

(xxv)Not Perfected. Accounts as to which Agent’s Lien thereon, on behalf of itself and the other Secured Parties, is not a first priority perfected Lien.

1.14Eligible Inventory.

(a)US Eligible Inventory. All of the Inventory consisting of spare or replacement parts for Equipment owned by the US Borrower and properly reflected as “US Eligible Inventory” in the most recent Borrowing Base Certificate delivered by the US Borrower to Agent shall be “US Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below or in the component definitions herein applies. Agent shall have the right to establish, modify, or eliminate Reserves against US Eligible Inventory from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria and to establish new criteria with respect to US Eligible Inventory, in its Permitted Discretion, subject to the approval of Required Lenders in the case of adjustments or new criteria which have the effect of making more credit available. US Eligible Inventory shall not include the following Inventory of the US Borrower:

(xxvi)Excess/Obsolete. Inventory that is excess, obsolete, unsaleable, shopworn, or seconds;

(xxvii)Damaged. Inventory that is damaged or unfit for sale or use;

(xxviii)Locations < $50,000. Inventory that is located at any site if the aggregate value of Inventory and Equipment included in the US Borrowing Base at any such location is less than $50,000;

(xxix)Consignment. Inventory that is placed on consignment;

(xxx)Off-Site. Inventory that (i) is not located on premises owned, leased or rented by the US Borrower and set forth in Schedule 3.21 or (ii) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent or (v) is located outside of the United States or one of its territories unless such Inventory is located in Canada and the Agent’s Liens have been perfected under Canadian Requirements of Law.

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(xxxi)In-Transit. Inventory that is in transit, except for Inventory in transit between domestic locations of US Credit Parties or between domestic locations of US Credit Parties and Canadian Credit Parties, in each case, as to which Agent’s Liens have been perfected at origin and destination;

(xxxii)Customized. Inventory subject to any licensing, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party for the sale or disposition of that Inventory (which consent has not been obtained) or the payment of any monies to any third party upon such sale or other disposition (to the extent of such monies);

(xxxiii)Packing/Shipping Materials. Inventory that consists of packing or shipping materials, or manufacturing supplies;

(xxxiv)Tooling. Inventory that consists of tooling;

(xxxv)Display. Inventory that consists of display items;

(xxxvi)Hazardous Materials. Inventory that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(xxxvii)Un-insured. Inventory that is not covered by casualty insurance reasonably acceptable to Agent;

(xxxviii)Not Owned/Other Liens. Inventory that is not owned by the US Borrower or is subject to Liens other than Permitted Liens described in subsections 5.1(b), (c), (d) and (f) or rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure the US Borrower’s performance with respect to that Inventory);

(xxxix)Unperfected. Inventory that is not subject to a first priority Lien in favor of Agent on behalf of itself and the Secured Parties, except for Liens described in subsection 5.1(d) (subject to Reserves);

(xl)Negotiable Bill of Sale. Inventory that is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except Liens in favor of Agent, on behalf of itself and the Secured Parties; or

(xli)Not Ordinary Course. Inventory (other than raw materials) that is not of a type held for sale or to be furnished under a contract of service or is not spare parts used to service Equipment in the Ordinary Course of Business of the US Borrower.

(b)Canadian Eligible Inventory. All of the Inventory consisting of spare or replacement parts for Equipment owned by the Canadian Borrower and properly reflected as “Canadian Eligible Inventory” in the most recent Borrowing Base Certificate delivered by the Canadian Borrower to Agent shall be “Canadian Eligible Inventory” for purposes of this Agreement,

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except any Inventory to which any of the exclusionary criteria set forth below or in the component definitions herein applies. Agent shall have the right to establish, modify, or eliminate Reserves against Canadian Eligible Inventory from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria and to establish new criteria with respect to Canadian Eligible Inventory, in its Permitted Discretion, subject to the approval of Required Lenders in the case of adjustments or new criteria which have the effect of making more credit available. Canadian Eligible Inventory shall not include the following Inventory of the Canadian Borrower:

(vii)Excess/Obsolete. Inventory that is excess, obsolete, unsaleable, shopworn, or seconds;

(viii)Damaged. Inventory that is damaged or unfit for sale or use;

(ix)Locations < $50,000. Inventory that is located at any site if the aggregate value of Inventory and Equipment included in the Canadian Borrowing Base at any such location is less than $50,000;

(x)Consignment. Inventory that is placed on consignment;

(xi)Off-Site. Inventory that (i) is not located on premises owned, leased or rented by the Canadian Borrower and set forth in Schedule 3.21 or (ii) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent or (v) is located outside of Canada.

(xii)In-Transit. Inventory that is in transit, except for Inventory in transit between domestic locations of Canadian Credit Parties or between domestic locations of Canadian Credit Parties and US Credit Parties, in each case, as to which Agent’s Liens have been perfected at origin and destination;

(xiii)Customized. Inventory subject to any licensing, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party for the sale or disposition of that Inventory (which consent has not been obtained) or the payment of any monies to any third party upon such sale or other disposition (to the extent of such monies);

(xiv)Packing/Shipping Materials. Inventory that consists of packing or shipping materials, or manufacturing supplies;

(xv)Tooling. Inventory that consists of tooling;

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(xvi)Display. Inventory that consists of display items;

(xvii)Hazardous Materials. Inventory that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(xviii)Un-insured. Inventory that is not covered by casualty insurance reasonably acceptable to Agent;

(xix)Not Owned/Other Liens. Inventory that is not owned by the Canadian Borrower or is subject to Liens other than Permitted Liens described in subsections 5.1(b), (c), (d) and (f) or rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure the Canadian Borrower’s performance with respect to that Inventory) and the rights of suppliers under Section 81.1 of the Bankruptcy and Insolvency Act (Canada);

(xx)Unperfected. Inventory that is not subject to a first priority Lien in favor of Agent on behalf of itself and the Secured Parties, except for Liens described in subsection 5.1(d) (subject to Reserves);

(xxi)Negotiable Bill of Sale. Inventory that is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except Liens in favor of Agent, on behalf of itself and the Secured Parties; or

(xxii)Not Ordinary Course. Inventory (other than raw materials) that is not of a type held for sale or to be furnished under a contract of service or is not spare parts used to service Equipment in the Ordinary Course of Business of the Canadian Borrower.

1.15Eligible Equipment.

(a)US Eligible Equipment. All of the Equipment owned by the US Borrower and properly reflected as “US Eligible Equipment” in the most recent US Borrowing Base Certificate delivered by the US Borrower to Agent shall be “US Eligible Equipment” for purposes of this Agreement except any Equipment as to which any of the exclusionary criteria set forth in the applicable component definitions of US Eligible Equipment shall apply. Agent shall have the right to establish, modify, or eliminate Reserves against US Eligible Equipment from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria and to establish new criteria with respect to US Eligible Equipment in its Permitted Discretion, subject to the approval of Required Lenders in the case of adjustments or new criteria which have the effect of making more credit available.

(b)Canadian Eligible Equipment. All of the Equipment owned by the Canadian Borrower and properly reflected as “Canadian Eligible Equipment” in the most recent Borrowing Base Certificate delivered by the Canadian Borrower to Agent shall be “Canadian Eligible Equipment” for purposes of this Agreement except any Equipment as to which any of the exclusionary criteria set forth in the applicable component definitions of Canadian Eligible

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Equipment shall apply. Agent shall have the right to establish, modify, or eliminate Reserves against Canadian Eligible Equipment from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria and to establish new criteria with respect to Canadian Eligible Equipment in its Permitted Discretion, subject to the approval of Required Lenders in the case of adjustments or new criteria which have the effect of making more credit available.

1.16Limitations on Obligations of Canadian Credit Parties. Notwithstanding anything set forth in this Agreement or any other Loan Documents to the contrary, no Canadian Credit Party shall at any time be liable in any manner (whether pursuant to any guaranty or otherwise) for any portion of the principal of the US Revolving Loans or any interest thereon or fees or in respect of any indemnified liabilities or any other US Obligations payable with respect thereto (and the US Credit Parties are solely liable for such US Obligations), and no assets of any Canadian Credit Party shall at any time serve, directly or indirectly, as security for, and in no event shall more than 66% of the total voting stock or other equity interests of any Canadian Credit Party secure, any portion of the US Obligations.

1.17Collateral Allocation Mechanism.

(a)Implementation of CAM.

(i)On the CAM Exchange Date, (A) the Commitments shall automatically and without further act be terminated as provided in Section 7.2, and (B) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.8) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender’s interest in the Obligations of each Credit Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Obligations of each Credit Party in respect of each such Credit Facility and each L/C Reserve Account established pursuant to subsection 1.17(b) below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Credit Facility. Each Credit Party agrees from time to time to execute and deliver to the Agent all promissory notes and other instruments and documents as the Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Agent against delivery of new promissory notes evidencing its interests in the Credit Facilities; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

(ii)As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Agent pursuant to any Loan Document in respect of the

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Obligations, and each distribution made by the Agent pursuant to any Loan Document in respect of the Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of a Obligation shall be paid over to the Agent for distribution to the Lenders in accordance herewith.

(b)Letters of Credit.

(i)In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the US Borrower (each such amount so paid until reimbursed, an “Unpaid Drawing”), each Canadian Revolving Lender in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Agent, in immediately available funds and in US Dollars, an amount equal to such Lender’s Revolving Loan Commitment percentage (as notified to such Lender by the Agent), of such Letter of Credit’s undrawn face amount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Agent at the rate that would be applicable at the time to a Canadian Revolving Loan that is a Base Rate Loan in a principal amount equal to such amount, as the case may be. The Agent shall establish a separate account or accounts for each Canadian Revolving Lender (each, an “L/C Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Agent shall deposit in each Canadian Revolving Lender’s L/C Reserve Account such Canadian Revolving Lender’s CAM Percentage of the amounts received from the Canadian Revolving Lenders as provided above. The Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraphs (ii), (iii) or (iv) below. The Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Canadian Revolving Lender’s CAM Percentage. The amounts held in each Canadian Revolving Lender’s L/C Reserve Account shall be held as a reserve against the Letter of Credit Obligations, shall be the property of such Canadian Revolving Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of the US Borrower to pay interest to such Canadian Revolving Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in subsection 1.1(b)(v).

(ii)In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Agent shall, at the request of the L/C Issuer withdraw from the L/C Reserve Account of each Canadian Revolving Lender any amounts, up to the amount of such Canadian Revolving Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the L/C Issuer in satisfaction of the reimbursement obligations of the Canadian Revolving Lenders under subsection 1.1(b)(vi). In the event any Canadian Revolving Lender shall default on its obligation to pay over any amount to the Agent in respect of any Letter of Credit as provided in this subsection 1.17(b)(ii), the L/C

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Issuer shall, in the event of a drawing thereunder, have a claim against such Canadian Revolving Lender to the same extent as if such Canadian Revolving Lender had defaulted on its obligations under subsection 1.11(e), but shall have no claim against any other Canadian Revolving Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the reimbursement obligations pursuant to subsection 1.17(a). Each other Canadian Revolving Lender shall have a claim against such defaulting Canadian Revolving Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount.

(iii)In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Agent shall withdraw from the L/C Reserve Account of each Canadian Revolving Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Canadian Revolving Lender.

(iv)With the prior written approval of the Agent and the L/C Issuer, any Canadian Revolving Lender may withdraw the amount held in its L/C Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Canadian Revolving Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the Agent, for the account of the L/C Issuer on demand, its CAM Percentage of such drawing.

(c)Net Payments Upon Implementation of CAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the CAM Exchange, any Borrower is required to withhold Taxes from amounts payable to the Agent, any Lender or any participant hereunder, the amounts so payable to the Agent, such Lender or such participant shall be increased to the extent necessary to yield to the Agent, such Lender or such participant (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that no Borrower shall be required to increase any such amounts payable to such Lender or participant under this subsection 1.17(c) (but, rather, shall be required to increase any such amounts payable to such Lender or participant to the extent required by Section 10.3) if such Lender or participant was prior to or on the CAM Exchange Date already a Lender or participant with respect to such Borrower.

ARTICLE II.CONDITIONS PRECEDENT

2.1Conditions to Effectiveness of this Agreement. The amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall not become effective, and no Lender shall be obligated to make any Loan and, in the case of any US Revolving Lender, incur any Letter of Credit Obligations, on the Closing Date, or to take, fulfill or perform any other action hereunder, in each case, until the following conditions have been satisfied or provided for in a manner satisfactory to Agent, or waived in writing by Agent and Lenders:

(e)Loan Documents. Agent shall have received on or before the Closing Date all of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit 2.1, each in form and substance reasonably satisfactory to Agent.

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(f)Availability. After giving effect to the funding of the initial Loans and Issuance of the initial Letters of Credit, Availability shall be not less than $5,000,000.

(g)Approvals. All governmental, regulatory and other third-party approvals and consents required by Agent and each Lender with respect to the execution, delivery and performance of this Agreement and the other Loan Documents shall have been obtained and are final and non-appealable.

(h)Payment of Fees. The Borrower shall have paid the fees required to be paid on the Closing Date in the respective amounts specified in Section 1.9, and shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the Closing Date.

(i)No Material Adverse Effect. Since December 31, 2012, no change, development, or event shall have occurred that has or would reasonably be expected to have a Material Adverse Effect on the operations, business, properties, prospects or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole. Agent shall have received an officer’s certificate in form and substance reasonably satisfactory to Agent affirming the foregoing.

(j)Litigation. After giving effect to the closing, there being no order or injunction or pending litigation in which there is a reasonable possibility of a decision which would have a Material Adverse Effect on Holdings or any of its Subsidiaries and no pending litigation seeking to enjoin or prevent the transactions contemplated hereby.

(k)Material Contracts. After giving effect to the closing, there are no Defaults or Events of Default under any material contract or agreement of Holdings or any of its Subsidiaries.

2.2Conditions to All Borrowings. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation, if, as of the date thereof:

(f)any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect;

(g)any Default or Event of Default has occurred and is continuing or would result after giving effect to any Loan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default;

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(h)after giving effect to any US Revolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the US Revolving Loans would exceed the Maximum Revolving Loan Balance (except as provided in subsection 1.1(a)); or

(i)with respect to any Borrowing of Canadian Revolving Loans, after giving effect to any Canadian Revolving Loan, (x) the aggregate outstanding amount of the Canadian Revolving Loans would exceed the lesser of (1) the Canadian Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) or (2) the Canadian Revolving Loan Commitment then in effect less those Reserves imposed by Agent in its Permitted Discretion, or (y) the aggregate principal amount of all outstanding US Revolving Loans would exceed the Aggregate Revolving Loan Commitment then in effect less the sum of (i) those Reserves imposed by Agent in its Permitted Discretion, plus (ii) the Performance Reserve, plus (iii) the aggregate amount of Letter of Credit Obligations, plus (iv) the outstanding Swing Loans, plus (v) outstanding Canadian Revolving Loans.

The request by the US Borrower or the Canadian Borrower, as the case may be, and acceptance by the US Borrower or the Canadian Borrower, as the case may be, of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the US Borrower or the Canadian Borrower, as the case may be, that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.

ARTICLE III.REPRESENTATIONS AND WARRANTIES

The Credit Parties, jointly and severally, represent and warrant to Agent and each Lender that the following are true, correct and complete:

3.1Corporate Existence and Power. Each Credit Party and each of their respective Subsidiaries:

(j)is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;

(k)has the power and authority and all governmental licenses, authorizations, Permits (except as set forth on Schedule 3.1(b)), consents and approvals to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Loan Documents to which it is a party. Schedule 3.1(b) sets forth a true, complete and correct list of all Permits, including all Permits required under Environmental Laws, held by Holdings and its Subsidiaries in connection with the ownership or operation of its business as of the Closing Date. All Permits are valid and in full force and effect and, to the knowledge of Borrowers, no Borrower nor any of its Subsidiaries is in default under or in violation of any such Permit, except for such defaults or violations which would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect and no suspension or cancellation of any such Permits is pending (other than pursuant to its terms) or threatened;

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(l)is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license; and

(m)is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.2Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement, and by each Credit Party and each of their respective Subsidiaries of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not:

(i)contravene the terms of any of that Person’s Organization Documents;

(ii)conflict with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or

(iii)violate any Requirement of Law in any material respect.

3.3Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan Document except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

3.4Binding Effect. This Agreement and each other Loan Document to which any Credit Party or any Subsidiary of any Credit Party is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

3.5Litigation. Except as specifically disclosed in Schedule 3.5, there are no actions, suits, proceedings, claims or disputes pending, or to the best knowledge of each Credit Party, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against any Credit Party, any Subsidiary of any Credit Party or any of their respective Properties which:

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(c)purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby;

(d)would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; or

(e)seek an injunction or other equitable relief which would reasonably be expected to have a Material Adverse Effect.

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. As of the Closing Date, no Credit Party or any Subsidiary of any Credit Party is the subject of an audit or, to each Credit Party’s knowledge, any review or investigation by any Governmental Authority (excluding the IRS, CRA and other taxing authorities) concerning the violation or possible violation of any Requirement of Law.

3.6No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Credit Party or the grant or perfection of Agent’s Liens on the Collateral. No Credit Party and no Subsidiary of any Credit Party is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, would reasonably be expected to have a Material Adverse Effect.

3.7Employee Matters.

(d)Schedule 3.7 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not reasonably be expected to result in Liabilities in excess of $100,000 in the aggregate, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Credit Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Credit Party incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.

(e)As of the Closing Date, except as set forth in Schedule 3.7, (i) none of the Credit Parties or their subsidiaries maintain or contribute to any Canadian Benefit Plans and Canadian Pension Plans; (ii) the Canadian Pension Plans are duly registered under all applicable laws which require registration and to the knowledge of the applicable Credit Party no event has occurred which is reasonably likely to cause the loss of such registered status; (iii) all material obligations of each Canadian Credit Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans

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and the funding agreements therefor have been performed in a timely fashion; (iv) there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans; (v) to the knowledge of the applicable Credit Party, there are no outstanding material disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans; (vi) no promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not have a Material Adverse Effect; (vii) all contributions or premiums required to be made or paid by any Canadian Credit Party to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance in all material respects with the terms of such plans and all applicable laws; (viii) all employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have in all material respects been properly withheld or collected by and fully paid into such plans in a timely manner; (ix) the pension fund under each Canadian Pension Plan is exempt from the payment of any income tax and there are no taxes, penalties or interest owing in respect of any such pension fund; (x) all material reports and disclosures relating to the Canadian Pension Plans required by such plans and any applicable laws to be filed or distributed have been filed or distributed in a timely manner; and (xi) there are no Canadian Pension Plans which constitute defined benefit plans.

3.8Use of Proceeds; Margin Regulations. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. Schedule 3.8 contains a description of the Credit Parties’ sources and uses of funds on the Closing Date, including Loans and Letters of Credit made or issued on the Closing Date and a funds flow memorandum detailing how funds from each source are to be transferred to particular uses. Proceeds of the Loans shall not be used for the purpose of purchasing or carrying Margin Stock. As of the Closing Date, except as set forth on Schedule 3.8, no Credit Party and no Subsidiary of any Credit Party owns any Margin Stock.

3.9Ownership of Property; Liens. As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real Estate of each Credit Party and each of their respective Subsidiaries. Schedule 3.9 sets forth with respect to the Real Estate leased by each Credit Party or any Subsidiary thereof, a description of the location, by state and street address of such Real Estate, the name of the landlord and date of the lease agreement. Each of the Credit Parties and each of their respective Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Estate, and good and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses. As of the Closing Date, none of the Real Estate of any Credit Party or any Subsidiary of any Credit Party is subject to any Liens other than Permitted Liens. As of the Closing Date, Schedule 3.9 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

3.10Taxes. All federal, provincial, territorial, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”)

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required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all taxes, assessments and other governmental charges and impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. As of the Closing Date, no Tax Return is under audit or examination by any Governmental Authority, and no notice of any audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the tax, Canadian Pension Plan, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

3.11Financial Condition.

(c)The audited consolidated and consolidating balance sheets of Holdings and its Subsidiaries as of December 31, 2011, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for such period then ended are complete and correct and fairly present, in all material respects, in accordance with GAAP, the financial position, and results of operations of Holdings and its Subsidiaries as of such date.

(d)The unaudited consolidated and consolidating balance sheets of Holdings and its Subsidiaries as of December 31, 2012, and the related consolidated and consolidating statements of income and shareholders’ equity and consolidated statement of cash flows for such period then ended are complete and correct and fairly present, in all material respects, in accordance with GAAP, the financial position, and results of operations of Holdings and its Subsidiaries as of such date, subject to normal year-end adjustments and the absence of footnote disclosures.

(e)Since December 31, 2012, there has been no change, development, or event that has or would reasonably be expected to have a Material Adverse Effect on the operations, business, properties, prospects or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole.

(f)The Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9.

(g)All financial performance projections delivered to Agent, including the financial performance projections delivered to Agent prior to the Closing Date and attached hereto as Schedule 3.11(e), represent the Borrowers’ best good faith estimate of future financial performance and are based on assumptions believed by the Borrowers to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and Lenders that

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projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

3.12Environmental Matters. Except as set forth in Schedule 3.12, and except where any failures to comply would not reasonably be expected to result in, either individually or in the aggregate, Material Environmental Liabilities to the Credit Parties and their Subsidiaries, (a) the operations of each Credit Party and each Subsidiary of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no Real Estate currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such Property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Estate, (e) all Real Estate currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Credit Party and each Subsidiary of each Credit Party is free of contamination by any Hazardous Materials, and (f) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows of any facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act.

3.13Regulated Entities. None of any Credit Party, any Person controlling any Credit Party, or any Subsidiary of any Credit Party, is (a) an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its obligations under the Loan Documents.

3.14Solvency. Both before and after giving effect to (a) the Loans made and Letters of Credit Issued on or prior to the date this representation and warranty is made or remade, (b) the disbursement of the proceeds of such Loans to or as directed by the relevant Borrower and (c) the payment and accrual of all transaction costs in connection with the foregoing, both the Credit Parties taken as a whole, and each Borrower individually, are Solvent.

3.15Labor Relations. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Credit Party, threatened) against or involving any

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Credit Party or any Subsidiary of any Credit Party, except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.15, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Credit Party or any Subsidiary of any Credit Party, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Credit Party or any Subsidiary of any Credit Party and (c) no such representative has sought certification or recognition with respect to any employee of any Credit Party or any Subsidiary of any Credit Party.

3.16Intellectual Property. Schedule 3.16 sets forth a true and complete list of the following Intellectual Property each Credit Party owns, licenses or otherwise has the right to use: (a) Intellectual Property that is registered or subject to applications for registration, (b) Internet Domain Names and (c) material Intellectual Property and material Software, separately identifying that owned and licensed to such Credit Party and including for each of the foregoing items (i) the owner, (ii) the title, (ii) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, (iv) as applicable, the registration or application number and registration or application date and (v) any IP Licenses or other rights (including franchises) granted by such Credit Party with respect thereto. Each Credit Party and each Subsidiary of each Credit Party owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party, (A) the conduct and operations of the businesses of each Credit Party and each Subsidiary of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (B) no other Person has contested any right, title or interest of any Credit Party or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.17Brokers’ Fees; Transaction Fees. None of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

3.18Insurance. Schedule 3.18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, including issuers, coverages and deductibles. Each of the Credit Parties and each of their respective Subsidiaries and their respective Properties are insured with financially sound and reputable insurance companies which are not Affiliates of any Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses of the same size and character as the business of the Credit Parties and, to the extent relevant, owning similar Properties in localities where such Person operates.

3.19Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a)

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has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of each Borrower and each of its Subsidiaries, those in favor of Agent, for the benefit of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent promptly following the incorporation, organization or formation of any Subsidiary and promptly following the completion of any Permitted Acquisition.

3.20Jurisdiction of Organization; Chief Executive Office. Schedule 3.20 lists each Credit Party’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Credit Party’s chief executive office or sole place of business, in each case as of the date hereof, and such Schedule 3.20 also lists all jurisdictions of organization and legal names of such Credit Party for the five years preceding the Closing Date.

3.21Locations of Inventory, Equipment and Books and Records. Each Credit Party’s Inventory and Equipment (other than Inventory or Equipment in transit) and books and records concerning the Collateral are kept at the locations listed in Schedule 3.21 (which Schedule 3.21 shall be promptly updated by the Credit Parties upon notice to Agent as permanent Collateral locations change).

3.22Deposit Accounts and Other Accounts. Schedule 3.22 lists all banks and other financial institutions at which any Credit Party maintains deposit or other accounts as of the Closing Date, and such Schedule correctly identifies the name of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

3.23Government Contracts. Except as set forth in Schedule 3.23, as of the Closing Date, no Credit Party is a party to any contract or agreement with any Governmental Authority and no Credit Party’s Accounts are subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727), Financial Administration Act (Ontario) or any similar state, provincial, territorial or local law.

3.24Customer and Trade Relations. As of the Closing Date, there exists no actual or, to the knowledge of any Credit Party, threatened termination or cancellation of, or any material adverse modification or change in (a) the business relationship of any Credit Party with any customer or group of customers whose purchases during the preceding 12 calendar months caused them to be

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ranked among the ten largest customers of such Credit Party or (b) the business relationship of any Credit Party with any supplier essential to its operations.

3.25Bonding. Except as set forth in Schedule 3.25, as of the Closing Date, no Credit Party is a party to or bound by any surety bond agreement, indemnification agreement therefor or bonding requirement with respect to products or services sold by it.

3.26Status of Holdings. As of the Closing Date, Holdings has not engaged in any business activities and does not own any Property other than (i) its ownership of the Stock and Stock Equivalents of the US Borrower, (ii) activities and contractual rights incidental to maintenance of its corporate existence and (iii) performance of its obligations under the Loan Documents to which it is a party.

3.27Full Disclosure. None of the representations or warranties made by any Credit Party or any of their Subsidiaries in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Loan Documents (including the offering and disclosure materials, if any, delivered by or on behalf of any Credit Party to Agent or the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

3.28Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. and Canadian economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to any of the foregoing. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person designated by the Canadian government on any list set out in the United Nations Al-Qaida and Taliban Regulations, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism or the Criminal Code (collectively, the “Terrorist Lists”) with which a Canadian Person cannot deal with or otherwise engage in business transactions, (iii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person or Canadian Person cannot deal or otherwise engage in business transactions with such Person or (iv) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List, a Terrorist List or a foreign government that is the target of U.S. or Canadian economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law or Canadian law.

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3.29Patriot Act. The Credit Parties, each of their Subsidiaries and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, (b) the Patriot Act and (c) other federal or state laws relating to “know your customer” and anti-money laundering rules and regulations. No part of the proceeds of any Loan will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

3.30Vehicles. Schedule 3.30 sets forth a complete and accurate list of all Vehicles (including all boom trucks) owned by Holdings or any of its Subsidiaries.

3.31Equipment. Schedule 3.31 sets forth a complete and accurate list of (a) all non-titled Equipment (including, without limitation, all tower cranes, crawler cranes and rough-terrain cranes) owned by Holdings or any of Subsidiaries and held for lease or rent and (b) all non-titled Equipment (including, without limitation, all tower cranes, crawler cranes and rough-terrain cranes) held for sale and not leased by Holdings or any of its Subsidiaries. Schedule 3.31 shall list such Equipment by owner, type and include the manufacturer’s name and model information (including serial number (if any), manufacturer’s part number and the Credit Parties’ internal “item code”), the location thereof and whether such Equipment is held for sale or leases or used in service.

ARTICLE IV.AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

4.1Financial Statements. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Borrowers shall deliver to Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to Agent and the Required Lenders:

(e)as soon as available, but not later than ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four”, Grant Thorton LLP or other nationally-recognized independent certified public accounting firm reasonably acceptable to Agent which report shall (i) contain an unqualified opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis

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consistent with prior years and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status;

(f)as soon as available, but not later than forty-five (45) days after the end of each Fiscal Quarter, a copy of the unaudited consolidated and consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified on behalf of Holdings by an appropriate Responsible Officer of Holdings as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and

(g)as soon as available, but not later than thirty (30) days after the end of each fiscal month of each Fiscal Year, a copy of the unaudited consolidated and consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and consolidating statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of Holdings by an appropriate Responsible Officer of Holdings as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

4.2Appraisals; Certificates; Other Information. The Borrowers shall furnish to Agent and each Lender by Electronic Transmission:

(e)together with each delivery of financial statements pursuant to subsections 4.1(a), 4.1(b) and 4.1(c), (i) a management discussion and analysis report, in reasonable detail, signed by the chief financial officer of Holdings, describing the operations and financial condition of the Credit Parties and their Subsidiaries (x) in the case of monthly financial statements, for the fiscal month and the portion of the Fiscal Year then ended, (y) in the case of quarterly financial statements, the Fiscal Quarter and the portion of the Fiscal Year then ended, or (z) in the case of annual financial statements, for the Fiscal Year then ended, and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the most recent projections for the current Fiscal Year delivered pursuant to subsection 4.2(k) and discussing the reasons for any significant variations;

(f)concurrently with the delivery of the financial statements referred to in subsections 4.1(a), 4.1(b) and 4.1(c) above, a fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified on behalf of Holdings by a Responsible Officer of Holdings;

(g)promptly after the same are sent, copies of all financial statements and reports which any Credit Party sends to its shareholders or other equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

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(h)as soon as available and in any event (i) within twelve (12) Business Days after the end of each calendar month, and (ii) at such other times as Agent may reasonably require, a Borrowing Base Certificate, certified on behalf of the US Borrower by a Responsible Officer of the US Borrower and certified on behalf of the Canadian Borrower by a Responsible Officer of the Canadian Borrower, setting forth the US Borrowing Base of the US Borrower and the Canadian Borrowing Base of the Canadian Borrower as at the end of the most-recently ended fiscal week together with calculations in reasonable detail of the US Liquidity Reserve and the Canadian Liquidity Reserve as of the date of such Borrowing Base Certificate (provided that the portion of the US Borrowing Base or Canadian Borrowing Base, as the case may be, consisting of US Eligible Inventory or Canadian Eligible Inventory, as the case may be, set forth in any US Borrowing Base or Canadian Borrowing Base, as the case may be, delivered pursuant to the foregoing clause (i) shall only be updated on a monthly basis) or month, as applicable, or as at such other date as Agent may reasonably require; provided that if at any time the Credit Parties fail to maintain a minimum Adjusted Availability of $8,000,000 or more (each, a “Triggering Event”) such Borrowing Base Certificate (including the portion of the US Borrowing Base consisting of US Eligible Inventory and of the Canadian Borrowing Base consisting of Canadian Eligible Inventory, each to be updated on a weekly basis) shall be delivered not later than Wednesday following the end of each calendar week, until the thirtieth day following the date on which such Triggering Event is no longer continuing; provided further that no such delivery shall be required for any calendar week containing a United States federal holiday;

(i)within twelve (12) Business Days after the end of each calendar month, a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(j)concurrently with the delivery of the Borrowing Base Certificate, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(k)concurrently with the delivery of the Borrowing Base Certificate, an aging of accounts payable accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(l)on a weekly basis or at such more frequent intervals as Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), collateral reports, including all additions and reductions (cash and non-cash) with respect to Accounts of the Credit Parties in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the Borrowers as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;

(m)to Agent, at the time of delivery of each of the monthly financial statements delivered pursuant to subsection 4.1(c);

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(iii)a reconciliation of the most recent Borrowing Base Certificate, general ledger and month-end accounts receivable aging (x) of the US Borrower to the US Borrower’s general ledger and monthly financial statements delivered pursuant to subsection 4.1(c) and (y) of the Canadian Borrower to the Canadian Borrower’s general ledger and monthly financial statements delivered pursuant to subsection 4.1(c), in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(iv)a reconciliation of the perpetual inventory by location to the US Borrower’s and the Canadian Borrower’s most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to subsection 4.1(c), in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(v)a reconciliation of the accounts payable aging to the US Borrower’s and the Canadian Borrower’s general ledger and monthly financial statements delivered pursuant to subsection 4.1(c), in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(vi)a reconciliation of the accounts receivable aging to the US Borrower’s and the Canadian Borrower’s general ledger and monthly financial statements delivered pursuant to subsection 4.1(c), in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(vii)a reconciliation of the outstanding Loans as set forth in the monthly loan account statement provided by Agent to the US Borrower’s and the Canadian Borrower’s general ledger and monthly financial statements delivered pursuant to subsection 4.1(c), in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and

(viii)a schedule of forward signed purchase orders for new equipment, which shall include the cost and estimated delivery date of such new equipment.

(n)at the time of delivery of each of the quarterly or annual financial statements delivered pursuant to Section 4.1, (i) a listing of government contracts of the US Borrower and the Canadian Borrower subject to the Federal Assignment of Claims Act of 1940, Financial Administration Act (Canada), or any similar state or municipal law; and (ii) a list of any applications for the registration of any Patent, Trademark, Copyright or Design filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office, the CIPO or any similar office or agency in each case entered into or filed in the prior Fiscal Quarter;

(o)with respect to each Fiscal Year, as soon as available and in any event no later than 15 days prior to the last day of each Fiscal Year of Holdings, projections of the Credit Parties (and their Subsidiaries’) consolidated and consolidating financial performance for the forthcoming three Fiscal Years on a year by year basis, and for the forthcoming Fiscal Year on a month by month basis;

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(p)promptly upon receipt thereof, copies of any reports submitted by each Borrower’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party made by such accountants, including any comment letters submitted by such accountants to management of any Credit Party in connection with their services;

(q)upon Agent’s request from time to time, the Credit Parties shall permit and enable Agent to obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agent stating (i) the then Net Orderly Liquidation Value, or such other value as determined by Agent, of all or any portion of the Inventory and/or Equipment of any Credit Party or any Subsidiary of any Credit Party and (ii) the fair market value, or such other value as determined by Agent (for example, replacement cost for purposes of Flood Insurance), of any Real Estate of any Credit Party or any Subsidiary of any Credit Party, including any appraisal required to comply with FIRREA; provided, that notwithstanding any provision herein to the contrary, the Credit Parties shall only be obligated to reimburse Agent for the expenses of such appraisals occurring twice per year or more frequently so long as an Event of Default has occurred and is continuing; and

(r)promptly, such additional business, financial, corporate affairs, perfection certificates and other information as Agent may from time to time reasonably request.

(s)concurrently with the delivery of the financial statements referred to in subsection 4.1(c), (i) an updated Schedule 3.31 (which Schedule shall include the information required by Section 3.31) or confirmation that there has been no change in such information since Schedule 3.31 delivered on the Closing Date or the date of the most recent Schedule 3.31 delivered pursuant to this clause (o), certified on behalf of Holdings by a Responsible Officer of Holdings, (ii) an updated Schedule 3.1(b) (which Schedule shall include the information required by Section 3.1(b)) or confirmation that there has been no change in such information since Schedule 3.1(b) delivered on the Closing Date or the date of the most recent Schedule 3.1(b) delivered pursuant to this clause (o) and (iii) a list of all Equipment and/or Inventory owned by any US Credit Party that was moved to any location of, or transferred to, any Canadian Credit Party during the fiscal month then ended;

(t)within ten (10) Business Days after the end of each calendar month and at such times as the Agent may reasonably require, a fleet performance report, which shall include, but not be limited to, pricing, Equipment utilization and lease rates, in a form to be agreed upon by the Agent and the Borrowers;

(u)no later than thirty (30) days after the end of each Fiscal Quarter, a certificate of a Responsible Officer of each Borrower setting forth in reasonable detail any Margin Stock owned by each Credit Party and each Subsidiary of each Credit Party as of the last day of such Fiscal Quarter; and

(v)a cash flow forecast for the following thirteen weeks (including a reconciliation of actual vs. the prior forecast) on the last Business Day of each fiscal week until the date on which the Modified Fixed Charge Coverage Ratio exceeds 1.20 to 1.00 on the last day of each fiscal month for three (3) consecutive fiscal months. “Modified Fixed Charge Coverage Ratio”

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shall be measured on the last day of each fiscal month for the twelve fiscal month period then ended and shall be calculated in the manner set forth in Exhibit 4.2(b).

4.3Notices. The Borrowers shall notify promptly Agent and each Lender of each of the following (and in no event later than three (3) Business Days after a Responsible Officer becomes aware thereof):

(d)the occurrence or existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default;

(e)any breach or non-performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;

(f)any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in Liabilities in excess of $250,000;

(g)the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed is $250,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Loan Document;

(h)(i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that could reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law which in the case of clauses (A), (B) and (C) above, in the aggregate for all such clauses, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in Material Environmental Liabilities;

(i)(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA, or intent to terminate any Title IV Plan, a copy of such notice (ii) promptly, and in any event within ten (10) days, after any officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice

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describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto, (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto, (iv) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Credit Party may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; and (v) notification within 30 days of any increases having a cost to one or more of the Credit Parties in excess of $250,000 per annum in the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, in the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or in the commencement of contributions to any such plan to which any Credit Party was not previously required to contribute;

(j)any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;

(k)any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;

(l)any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(m)the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent (other than issuances by Holdings of Stock or Stock Equivalents not requiring a mandatory prepayment hereunder); and

(n)(i) the creation, or filing with the IRS, the CRA or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any income or franchise or other material taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any material adjustment under the ITA or Section 481(a) of the Code, by reason of a change in accounting method or otherwise.

Each notice pursuant to this Section 4.3 shall be in electronic form accompanied by a statement by a Responsible Officer of each of the Borrowers setting forth details of the occurrence referred to therein, and stating what action the Borrowers or other Person proposes to take with respect thereto and at what time. Each notice under subsection 4.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.

4.4Preservation of Corporate Existence, Etc. Each Credit Party shall, and shall cause each of its Subsidiaries to:

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(f)preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable, except, with respect to the US Borrower’s Subsidiaries, in connection with transactions permitted by Section 5.3;

(g)preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business except in connection with transactions permitted by Section 5.3 and sales of assets permitted by Section 5.2 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(h)use its commercially reasonable efforts, in the Ordinary Course of Business, to preserve its business organization and preserve the goodwill and business of the customers, suppliers and others having material business relations with it;

(i)preserve or renew all of its registered Trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(j)conduct its business and affairs without infringement of or interference with any Intellectual Property of any other Person in any material respect and shall comply in all material respects with the terms of its IP Licenses.

4.5Maintenance of Property. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.6Insurance.

(f)Each Credit Party shall, and shall cause each of its Subsidiaries to, (i) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the Property and businesses of the Credit Parties and such Subsidiaries (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of Holdings) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Credit Parties and (ii) cause all such insurance relating to any Property or business of any Credit Party to name Agent as additional insured or lenders loss payee as agent for the applicable Lenders, as appropriate. All policies of insurance on real and personal Property of the Credit Parties will contain an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form CP 1218 or equivalent and naming Agent as lenders loss payee as agent for the applicable Lenders) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurance companies will give Agent at least

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30 days’ prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of the Credit Parties or any other Person shall affect the right of Agent to recover under such policy or policies of insurance in case of loss or damage. Each Credit Party shall direct all present and future insurers under its “All Risk” policies of property insurance to pay all proceeds payable thereunder directly to Agent. If any insurance proceeds are paid by check, draft or other instrument payable to any Credit Party and Agent jointly, Agent may endorse such Credit Party’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash. Agent reserves the right at any time, upon review of each Credit Party’s risk profile, to require additional forms and limits of insurance. Notwithstanding the requirement in subsection (i) above, Federal Flood Insurance shall not be required for (x) Real Estate not located in a Special Flood Hazard Area, or (y) Real Estate located in a Special Flood Hazard Area in a community that does not participate in the National Flood Insurance Program.

(g)Unless the Credit Parties provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase insurance at the Credit Parties’ expense to protect Agent’s and Lenders’ interests in the Credit Parties’ and their Subsidiaries’ properties. This insurance may, but need not, protect the Credit Parties’ and their Subsidiaries’ interests. The coverage that Agent purchases may not pay any claim that any Credit Party or any Subsidiary of any Credit Party makes or any claim that is made against such Credit Party or any Subsidiary in connection with said Property. The applicable Borrower may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that there has been obtained insurance as required by this Agreement. If Agent purchases insurance, the Credit Parties will be responsible for the costs of that insurance, including interest and any other charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance shall be added to the applicable Obligations. The costs of the insurance may be more than the cost of insurance the applicable Borrower may be able to obtain on its own.

(h)The Credit Parties appoint Agent as their attorney-in-fact to settle or adjust all property damage claims under its casualty insurance policies; provided, that such power of attorney shall only be exercised so long as an Event of Default has occurred and is continuing or if the claim exceeds $1,000,000. Agent shall have no duty to exercise such power of attorney, but may do so at its discretion.

4.7Payment of Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, pay, discharge and perform as the same shall become due and payable or required to be performed, all their respective obligations and liabilities, including:

(e)all tax liabilities, assessments and governmental charges or levies upon it or its Property, unless (i) the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the filing or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person; and (ii) the aggregate Liabilities secured by such Lien do not exceed $250,000.

(f)all lawful claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently

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prosecuted which stay the imposition or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(g)all Indebtedness, as and when due and payable, but subject to any subordination provisions contained herein, in any other Loan Documents and/or in any instrument or agreement evidencing such Indebtedness;

(h)the performance of all obligations under any Contractual Obligation to such Credit Party or any of its Subsidiaries is bound, or to which it or any of its Property is subject, except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(i)payments to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Benefit Plan or Canadian Benefit Plan.

4.8Compliance with Laws. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.9Inspection of Property and Books and Records. Each Credit Party shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled Property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to reimburse Agent for the expenses for four such field examinations, audits and inspections per year or more frequently if an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

4.10Use of Proceeds. Each Borrower shall use the proceeds of the Loans solely as follows: (a) to pay costs and expenses required to be paid pursuant to Section 2.1, and (b) for working capital, capital expenditures and other general corporate purposes not in contravention of any Requirement of Law and not in violation of this Agreement; provided that Canadian Borrower shall not use any proceeds of the Loans to make Restricted Payments.

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4.11Cash Management Systems. Each Credit Party (i) shall enter into, and cause each depository, securities intermediary, commodities or futures intermediary to enter into, Control Agreements providing for “full” cash dominion in the case of the US Credit Parties, or “springing” cash dominion in the case of the Canadian Credit Parties, with respect to each deposit, securities, commodity, futures or similar account maintained by such Person (other than the Credit Card Purchases Funding Account, any payroll account so long as such payroll account is a zero balance account and withholding tax, benefit and fiduciary accounts), (ii) shall establish lockboxes subject to Control Agreements and direct all Account Debtors to remit all payments directly into such lockboxes, (iii) shall cause all funds in deposit accounts of a US Credit Party to be transferred on a daily basis to a concentration account that is subject to a Control Agreement, (iv) shall not maintain cash on deposit in disbursement accounts in excess of the sum of outstanding checks and wire transfers payable from such accounts and $100,000 and (v) shall cause all payments received by them to be deposited in deposit accounts within one (1) Business Day following receipt.

4.12Landlord Agreements; Bailee Waivers. If, after the Closing Date, any Credit Party acquires any leased Real Estate, or stores any Collateral at a warehouse, processor or coverter facility or other location, such Credit Party shall use commercially reasonable efforts to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the applicable lessor of each leased property, bailee in possession of such Collateral or mortgagee of any owned property within thirty (30) days after the date of such acquisition or storage, which agreement shall be reasonably satisfactory in form and substance to Agent; provided that in the event that any Credit Party fails to obtain any such waiver for a location, the Agent shall have the right to establish Reserves satisfactory to the Agent for each such location unless and until the relevant Borrower subsequently obtains such waiver for such location reasonably satisfactory in form and substance to the Agent.

4.13Further Assurances.

(a)Each Credit Party shall ensure that all written information, exhibits and reports furnished to Agent or the Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and will promptly disclose to Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof.

(b)Promptly upon request by Agent, the Credit Parties shall (and, subject to the limitations hereinafter set forth, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) to subject to the Liens created by any of the Collateral Documents, any of the Properties, rights or interests covered by any of the Collateral Documents, (iii) to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document.

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(c)Without limiting the generality of subsection 4.13(b) and except as otherwise approved in writing by Required Lenders, the US Credit Parties shall cause each of their Domestic Subsidiaries (other than Domestic Subsidiaries owned indirectly through a Foreign Subsidiary) and, to the extent no 956 Impact exists, Foreign Subsidiaries and Domestic Subsidiaries owned indirectly through a Foreign Subsidiary, to guaranty the US Obligations and to cause each such Subsidiary to grant to Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations hereinafter set forth, all of such Subsidiary’s Property to secure such guaranty of the US Obligations. Furthermore and except as otherwise approved in writing by Required Lenders, each US Credit Party shall, and shall cause each of its Domestic Subsidiaries (other than Domestic Subsidiaries owned indirectly through a Foreign Subsidiary) to, pledge all of the Stock and Stock Equivalents of each of its Domestic Subsidiaries (other than Domestic Subsidiaries owned indirectly through a Foreign Subsidiary) and First Tier Foreign Subsidiaries (provided that with respect to the Canadian Borrower or any other First Tier Foreign Subsidiary if a 956 Impact exists, such pledge shall be limited to sixty-six percent (66%) of such Foreign Subsidiary’s outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting Stock and Stock Equivalents) and to the extent no 956 Impact exists, each of its Foreign Subsidiaries to pledge all of the Stock and Stock Equivalent of each of its Subsidiaries, in each instance, to Agent, for the benefit of the Secured Parties, to secure the US Obligations. In connection with each such pledge of Stock and Stock Equivalents, the US Credit Parties shall deliver, or cause to be delivered, to Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank. In the event any US Credit Party or any Domestic Subsidiary (other than Domestic Subsidiaries owned indirectly through a Foreign Subsidiary) or, to the extent no 956 Impact exists, any Foreign Subsidiary, or any Domestic Subsidiary owned indirectly through a Foreign Subsidiary, of any US Credit Party acquires any Real Estate, simultaneously with such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to Agent, (v) an appraisal complying with FIRREA, (w) within forty-five (45) days of receipt of notice from Agent that Real Estate is located in a Special Flood Hazard Area, Federal Flood Insurance as required by subsection 4.6(a), (x) a fully executed Mortgage, in form and substance reasonably satisfactory to Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to Agent, in form and substance and in an amount reasonably satisfactory to Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear of all defects, encumbrances and Liens, (y) then current A.L.T.A. surveys, certified to Agent by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to Agent, in form and substance satisfactory to Agent. A “956 Impact” will be deemed to exist to the extent the issuance of a guaranty by, grant of a Lien by, or pledge of greater than two-thirds of the voting Stock and Stock Equivalents of, a Foreign Subsidiary, would result in material incremental income tax liability as a result of the application of Section 956 of the Code, taking into account actual anticipated repatriation of funds, foreign tax credits and other relevant factors. In addition to the obligations set forth in subsections 4.6(a) and 4.13(c)(w), within forty-five (45) days after written notice from Agent to US Credit Parties that any Real Estate is located in a Special Flood Hazard Area, US Credit Parties shall satisfy the Federal Flood Insurance requirements of subsection 4.6(a).

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(d)Without limiting the generality of subsection 4.13(b) or (c) and except as otherwise approved in writing by Required Lenders, the Credit Parties shall cause each of their Subsidiaries (excluding the Canadian Borrower) to guaranty the Canadian Obligations and to cause each such Subsidiary (including the Canadian Borrower) to grant to Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations hereinafter set forth, all of such Subsidiary’s Property to secure such Subsidiary’s Canadian Obligations. Furthermore and except as otherwise approved in writing by Required Lenders, each Credit Party shall, and shall cause each of its Subsidiaries to, pledge all of the Stock and Stock Equivalents of each of its Subsidiaries to Agent, for the benefit of Agent and the Canadian Lenders, to secure the Canadian Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank. In the event any Credit Party or any Subsidiary of any Credit Party acquires any Real Estate located outside of the United States, simultaneously with such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to Agent, (w) an appraisal, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to Agent together with a lender’s title insurance policy issued by a title insurer reasonably satisfactory to Agent, in form and substance and in an amount reasonably satisfactory to Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear of all defects, encumbrances and Liens, (y) then current surveys, certified to Agent by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to Agent, in form and substance satisfactory to Agent. If a Credit Party acquires Real Estate located in the United States, it shall provide Mortgages with respect to such Real Estate as security for the Canadian Obligations in accordance with, and otherwise comply with, the requirements set forth in subsection 4.13(c)(v), (w), (x), (y) and (z) and the last sentence of subsection 4.13(c).

4.14Environmental Matters. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with, and maintain its Real Estate, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority except where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Environmental Liability. Without limiting the foregoing, if an Event of Default is continuing or if Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Credit Party or any Subsidiary of any Credit Party or that there exist any Environmental Liabilities, then each Credit Party shall, promptly upon receipt of request from Agent, cause the performance of, and allow Agent and its Related Persons access to such Real Estate for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to Agent and shall be in form and substance reasonably acceptable to Agent.

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4.15Vehicles. The Borrowers shall promptly notify Agent after any Vehicle is acquired or purchased by any Credit Party after the Closing Date and shall deliver to Agent an updated Schedule 3.30 with such new Vehicle (and in no event later than five (5) Business Days after such acquisition or purchase) and, unless otherwise consented to by the Agent in its sole discretion, the Credit Parties shall arrange for Agent’s first priority security interest to be noted on the certificate of title of such Vehicle and shall file any other necessary documentation in each jurisdiction that Agent shall deem advisable to perfect its security interests in such Vehicle.

4.16Canadian Pension Plans and Benefit Plans.

(a)For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, each Canadian Credit Party shall in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations).

(b)All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan shall be paid or remitted by each Canadian Credit Party in a timely fashion in accordance with the terms thereof, any funding agreements and all applicable laws.

(c)the Canadian Borrower shall deliver to Agent (i) if requested by Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority.

ARTICLE V.NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

5.1Limitation on Liens. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):

(w)any Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule 5.1 securing Indebtedness outstanding on such date and permitted by subsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by subsection 5.5(c);

(x)any Lien created under any Loan Document;

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(y)Liens for taxes, fees, assessments or other governmental charges (i) which are not past due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 4.7;

(z)carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

(aa)Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

(bb)Liens consisting of judgment or judicial attachment liens (other than for payment of taxes, assessments or other governmental charges), provided that the enforcement of such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Credit Parties and their Subsidiaries not exceeding $250,000;

(cc)easements, rights-of-way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Credit Party or any Subsidiary of any Credit Party;

(dd)Liens on any Property acquired or held by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under subsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property;

(ee)Liens securing Capital Lease Obligations permitted under subsection 5.5(d);

(ff)any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

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(gg)non-exclusive licenses and sublicenses granted by a Credit Party and leases or subleases (by a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering with the business of the Credit Parties or any of their Subsidiaries;

(hh)Liens in favor of collecting banks arising by operation of law under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under 4-208 of the Uniform Commercial Code;

(ii)Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;

(jj)Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business;

(kk)Liens in favor of Wells Fargo, National Association in the Credit Card Purchases Funding Account of up to $200,000 in the aggregate in such Credit Card Purchases Funding Account, securing Indebtedness permitted under subsection 5.5(h);

(ll)Liens arising from the filing of precautionary uniform commercial code financings statements with respect to any lease permitted by this Agreement; and

(mm)to the extent not included above, Prior Claims that are unregistered and secure amounts that are not yet due and payable.

5.2Disposition of Assets. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:

(o)(i) dispositions to any Person (other than a Canadian Credit Party or any other Affiliate of a Credit Party) of Inventory, all in the Ordinary Course of Business and (ii) the lease or rental of Equipment to any Person (other than a Canadian Credit Party or any other Affiliate of a Credit Party) in the Ordinary Course of Business;

(p)dispositions to any Person (other than a Canadian Credit Party or any other Affiliate of a Credit Party) of Equipment (including, without limitation, dispositions of worn out, obsolete or surplus Equipment), all in the Ordinary Course of Business and for fair value (and, unless Agent has otherwise consented in writing, for cash consideration in an amount no less than the Net Orderly Liquidation Value for such Equipment); provided that such disposition is reflected in the US Borrowing Base or the Canadian Borrowing Base, as the case may be;

(q)dispositions of Cash Equivalents;

(r)transactions permitted under subsection 5.1(k); and

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(s)dispositions by a US Credit Party to a Canadian Credit Party of Inventory and Equipment in the Ordinary Course of Business in an aggregate amount not to exceed after the Closing Date $15,000,000 of the Net Orderly Liquidation Value of such Inventory and Equipment; provided that such sales are reflected in the US Borrowing Base and the Canadian Borrowing Base.

5.3Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to (a) merge, amalgamate, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of the US Borrower may merge with, or dissolve or liquidate into, the US Borrower or a Wholly-Owned Subsidiary of the US Borrower which is a Domestic Subsidiary, provided that the US Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent shall have been completed, and (b) any Foreign Subsidiary of the US Borrower may merge or amalgamate with or dissolve or liquidate into another Wholly-Owned Subsidiary of the US Borrower that is a Foreign Subsidiary of the Borrower provided that (i) if a First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving entity and (ii) the Canadian Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent shall have been completed.

5.4Acquisitions; Loans and Investments. No Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or purchase, or commit to make or purchase, any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Borrower, any Affiliate of any Borrower or any Subsidiary of any Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:

(f)Investments in cash and Cash Equivalents;

(g)extensions of credit by Holdings to the US Borrower or by the US Borrower to any other US Credit Party (other than Holdings) or the Canadian Borrower or by the Canadian Borrower to the US Borrower; provided, that: (i) US Borrower, such US Credit Party or the Canadian Borrower shall execute and deliver to the applicable other Credit Party a note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing by the US Borrower, such US Credit Party or the Canadian Borrower, as the case may be, to the applicable other Credit Party, which Intercompany Note shall be pledged and delivered to Agent pursuant to the Guaranty and Security Agreement as additional collateral security for the US Obligations; (ii) Holdings or

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the US Borrower, as the case may be, shall accurately record all intercompany transactions on its books and records; (iii) at the time any such intercompany loan or advance is made by Holdings to the US Borrower or by the US Borrower to any other US Credit Party or the Canadian Borrower, as the case may be, and after giving effect thereto, Holdings, the US Borrower or the Canadian Borrower, as the case may be, shall be Solvent; (iv) the aggregate amount of intercompany Indebtedness and other extensions of credit (other than trade payables) owing by the Canadian Borrower to the US Borrower shall not exceed $2,500,000 at any one time outstanding; and (v) trade payables owing by the Canadian Borrower to the US Borrower shall be permitted so long as such trade payables are incurred in the Ordinary Course of Business and the aggregate amount of such trade payables shall not exceed $5,000,000 at any one time outstanding.

(h)Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to subsection 5.2(b);

(i)Investments acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;

(j)Investments existing on the Closing Date and set forth in Schedule 5.4;

(k)loans or advances to employees permitted under Section 5.6;

(l)Permitted Acquisitions; and

(m)Capital Contributions pursuant to the Capital Call Agreement.

5.5Limitation on Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

(i)the Obligations;

(j)Indebtedness consisting of Contingent Obligations described in clause (a) of the definition of Indebtedness and permitted pursuant to Section 5.9;

(k)Indebtedness existing on the Closing Date and set forth in Schedule 5.5, including Permitted Refinancings thereof;

(l)Indebtedness consisting of Capital Lease Obligations or purchase money Indebtedness secured by Liens permitted by subsection 5.1(h) and Permitted Refinancings thereof not to exceed $10,000,000 in the aggregate at any time outstanding;

(m)unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b);

(n)other unsecured Indebtedness owing to Persons that are not Affiliates of the Credit Parties not exceeding $500,000 in the aggregate at any time outstanding;

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(o)Subordinated Indebtedness of Holdings owing to Essex in an aggregate outstanding amount not to exceed $5,000,000 at any time; provided, that (i) the Agent shall have received reasonable advance notice of the incurrence and/or assumption of such Subordinated Indebtedness, including a reasonably detailed description thereof, at least 15 days prior to such incurrence and/or assumption (or such later date as may be agreed by the Agent) and on or prior to the date of such incurrence and/or assumption, the Agent shall have received copies of the proposed promissory note and related Contractual Obligations and other documents and information requested by the Agent, (ii) such Subordinated Indebtedness shall be unsecured and shall have no scheduled principal payments, prepayments, redemptions or interest payments (provided that such interest shall be permitted to be paid in kind in the form of additional Subordinated Indebtedness), prior to the date which is 12 months after the date set forth in clause (a) of the definition of Revolving Termination Date and is otherwise on terms satisfactory to the Agent in its sole discretion, and (iii) as of the date of incurrence and/or assumption of such Subordinated Indebtedness and after giving effect to all transactions to occur on such date no Default or Event of Default is continuing; and

(p)Indebtedness arising under employee purchasing credit card arrangements with Wells Fargo Bank, National Association in an aggregate amount not to exceed $200,000 at any one time outstanding.

5.6Employee Loans and Transactions with Affiliates. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of any Borrower or of any such Subsidiary, except:

(j)as expressly permitted by this Agreement; or

(k)in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Credit Party or such Subsidiary upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party or such Subsidiary and which are disclosed in writing to Agent; provided, further, that in no event shall a Credit Party or any Subsidiary of a Credit Party perform or provide any management, consulting, administrative or similar services to or for any Person other than another Credit Party, a Subsidiary of a Credit Party or a customer who is not an Affiliate in the Ordinary Course of Business;

(l)loans or advances to employees of the Credit Parties for travel, entertainment and relocation expenses and other ordinary business purposes in the Ordinary Course of Business not to exceed $50,000 in the aggregate outstanding at any time; and

(m)non-cash loans or advances made by Holdings to employees of Credit Parties that are simultaneously used by such Persons to purchase Stock or Stock Equivalents of Holdings.

All such transactions existing as of the Closing Date are described in Schedule 5.6.

5.7Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except:

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(g)payment of reasonable compensation to officers and employees of the Credit Parties for actual services rendered to the Credit Parties and their Subsidiaries in the Ordinary Course of Business; and

(h)payment of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $50,000 in any Fiscal Year of the US Borrower.

5.8Use of Proceeds. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion of the Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Credit Party or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement.

5.9Contingent Obligations. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except:

(h)endorsements for collection or deposit in the Ordinary Course of Business;

(i)Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with Agent’s prior written consent;

(j)Contingent Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended;

(k)Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies;

(l)Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under subsection 5.2(b);

(m)Contingent Obligations of the US Credit Parties arising under Letters of Credit;

(n)Contingent Obligations arising under guaranties made in the Ordinary Course of Business of obligations of any Credit Party (other than Holdings and any Canadian Credit Party), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the same extent; and

(o)other Contingent Obligations not exceeding $100,000 in the aggregate at any time outstanding.

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5.10Employee Matters. No ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event (or any similar event under foreign law), that would, in the aggregate, result in Liabilities in excess of $250,000. No Credit Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan or any Canadian Benefit Plan.

5.11Restricted Payments. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that (a) any Wholly-Owned Subsidiary of the US Borrower may declare and pay dividends to the US Borrower or any Wholly-Owned Subsidiary of the US Borrower, and except that Holdings may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents, (b) in the event Holdings and the US Borrower files a consolidated, combined, unitary or similar type income tax return with Essex, the US Borrower may make distributions to Holdings, which are immediately used by Holdings to make distributions to Essex, to permit Essex to pay federal and state income taxes then due and payable, franchise taxes and other similar licensing expenses incurred in the Ordinary Course of Business; provided, that the amount of such distribution shall be subject to the prior written approval of the Agent and shall not be greater than the amount of such taxes or expenses that would have been due and payable by Holdings and the US Borrower and its relevant Subsidiaries had Holdings and the US Borrower not filed a consolidated, combined, unitary or similar type return with Essex; provided further that in the event that Essex receives any refund with respect to such taxes Essex shall promptly make a capital contribution to Holdings (and Holdings shall promptly make a capital contribution to US Borrower) in an amount equal to the amount of such refund, and (c) US Borrower may make distributions to Holdings to enable Holdings to make distributions to Essex to reimburse Essex for reasonable, out-of-pocket expenses incurred by Essex for the direct benefit of the Credit Parties (including the Credit Parties’ allocable share of audit expenses) in an amount not to exceed $1,500,000 in the aggregate for any Fiscal Year of US Borrower; provided, that (x) no Credit Party shall be permitted to reimburse Essex for overhead costs and expenses, and (y) US Borrower shall provide Agent with supporting detail for all expenses so reimbursed in excess of $500,000 in any Fiscal Year.

5.12Change in Business. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, engage in any line of business substantially different from those lines of business carried on by it on the Closing Date. Holdings shall not engage in any business activities or own any Property other than (i) ownership of the Stock and Stock Equivalents of the US Borrower and (ii) activities and contractual rights incidental to maintenance of its corporate existence.

5.13Change in Structure. Except as expressly permitted under Sections 5.3 and 5.11, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make any material

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changes in its equity capital structure, issue any Stock or Stock Equivalents, or amend any of its Organization Documents in any material respect and, in each case, in any respect adverse to Agent or Lenders.

5.14Changes in Accounting, Name and Jurisdiction of Organization. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party, (iii) change its name as it appears in official filings in its jurisdiction of organization or (iv) change its jurisdiction of organization, in the case of clauses (iii) and (iv), without at least twenty (20) days’ prior written notice to Agent and the acknowledgement of Agent that all actions required by Agent, including those to continue the perfection of its Liens, have been completed.

5.15Amendments to Agreements. No Credit Party shall and no Credit Party shall permit any of its Subsidiaries to (i) amend, supplement, waive or otherwise modify any provision of the DLL Facility in a manner adverse to Agent or Lenders or which would reasonably be expected to have a Material Adverse Effect, or (ii) take or fail to take any action under the DLL Facility that would reasonably be expected to have a Material Adverse Effect.

5.16No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to any Borrower or any other Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h) and 5.1(i) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens.

5.17OFAC; Patriot Act. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to fail to comply with the laws, regulations and executive orders referred to in Sections 3.28 and 3.29.

5.18Sale-Leasebacks; Leases. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or similar transaction involving any of its assets.

5.19Hazardous Materials. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, cause or suffer to exist any Release of any Hazardous Material at, to or from any Real Estate that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any Real Estate (whether or not owned by any Credit Party or any Subsidiary of any Credit Party).

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5.20Prepayments of Other Indebtedness. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (a) the Obligations, (b) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in a transaction permitted hereunder, (c) a Permitted Refinancing of Indebtedness permitted under subsection 5.5(c) or (d), (d) prepayments of Indebtedness in the Ordinary Course of Business and (e) prepayment of intercompany Indebtedness to any Credit Party.

5.21Bank Accounts. The Credit Parties shall not establish any new bank accounts without prior written notice to Agent and unless, prior to any funds being deposited into such account(s), such account is maintained by any Credit Party with a financial institution reasonably acceptable to the Agent and, unless otherwise agreed to by the Agent, is subject to an effective Control Agreement (other than any payroll account so long as such payroll account is a zero balance account and withholding tax, benefit and fiduciary accounts).

ARTICLE VI.FINANCIAL COVENANTS

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

6.1Fixed Charge Coverage Ratio. The Credit Parties shall not permit the Fixed Charge Coverage Ratio for the twelve fiscal month period then ended to be less than 1.20 to 1.00. “Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

In the event the Credit Parties fail to comply with the Fixed Charge Coverage Ratio for the fiscal month ending December 31, 2012 set forth in this Section 6.1 (an “FCCR Default”), the amount of any Essex Capital Contribution to Holdings required to be made pursuant to the Capital Call Agreement will be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant at the end of such fiscal month and any subsequent period that includes such fiscal month; provided that (a) the amount of the Essex Capital Contribution included in the calculation of Consolidated EBITDA will be no greater than the amount required to cause the Credit Parties to be in compliance with the Fixed Charge Coverage Ratio for the twelve fiscal month period ending December 31, 2012 set forth in this Section 6.1, (b) all Capital Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA), (c) no Lender shall be required to make any extension of credit hereunder prior to the Essex Capital Contribution if a FCCR Default exists and (d) no Event of Default shall occur or be deemed to have occurred as a result of any FCCR Default unless Essex shall fail to timely make the corresponding Essex Capital Contribution in compliance with the Capital Call Agreement or the amount of the Essex Capital Contribution included in the calculation of Consolidated EBITDA as provided herein would be insufficient to cause the Credit Parties to be in

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compliance with the Fixed Charge Coverage Ratio for the twelve fiscal month period ending December 31, 2012 set forth in this Section 6.1.

6.2Net Capital Expenditures. The Credit Parties shall not incur, or permit to be incurred, Net Capital Expenditures in the aggregate during each Fiscal Year in excess of the maximum amount set forth below for such Fiscal Year:

FISCAL YEAR	MAXIMUM NET CAPITAL EXPENDITURES
Fiscal Year ending December 31, 2013	$3,500,000
Fiscal Year ending December 31, 2014 and each Fiscal Year thereafter	$5,000,000

6.3Cash and Cash Equivalents of Canadian Borrower. The Canadian Borrower shall not permit the aggregate amount of its cash (without giving effect to checks and other items that remain uncleared for five days or less) and Cash Equivalents as of the last day of any calendar month to exceed the US Dollar Equivalent of $1,000,000.

ARTICLE VII.EVENTS OF DEFAULT

7.1Events of Default. Any of the following shall constitute an “Event of Default”:

(k)Non-Payment. Any Credit Party fails (i) to pay when and as required to be paid herein, any amount of principal of, or interest on, any Loan, including after maturity of the Loans, or to pay any L/C Reimbursement Obligation or (ii) to pay within three (3) Business Days after the same shall become due, any fee or any other amount payable hereunder or pursuant to any other Loan Document; or

(l)Representation or Warranty. (i) Any representation, warranty or certification by or on behalf of any Credit Party or any of its Subsidiaries made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under any other Loan Document, shall prove to have been incorrect in any material respect (without duplication of other materiality qualifiers contained therein) on or as of the date made or deemed made or (ii) any information contained in any Borrowing Base Certificate is untrue or incorrect in any respect (other than (A) inadvertent, immaterial errors not exceeding $100,000 in the aggregate in any Borrowing Base Certificate, (B) errors understating the US Borrowing Base or the Canadian Borrowing Base and (C) errors occurring when Availability continues to exceed $10,000,000 after giving effect to the correction of such errors); or

(m)Specific Defaults. Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of subsection 4.2(a), 4.2(b), 4.2(d), 4.3(a) or 9.10(d), Sections 4.1, 4.6, 4.9, 4.10 or 4.11 or Article V or VI; or

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(n)Other Defaults. Any Credit Party or Subsidiary of any Credit Party fails to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date upon which a Responsible Officer of any Credit Party becomes aware of such default and (ii) the date upon which written notice thereof is given to the US Borrower by Agent or Required Lenders; or

(o)Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation (other than the Obligations) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $1,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation (other than Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or earnouts permitted hereunder), if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or

(p)Insolvency; Voluntary Proceedings. Any Borrower, individually, ceases or fails, or the Credit Parties and their Subsidiaries on a consolidated basis, cease or fail, to be Solvent, or any Credit Party or any Subsidiary of any Credit Party: (i) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing; or

(q)Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Credit Party or any Subsidiary of any Credit Party, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against any such Person’s Properties with a value in excess of $250,000 individually or in the aggregate and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) any Credit Party or Subsidiary of any Credit Party admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) any Credit Party or any Subsidiary of any Credit Party acquiesces in the appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, mortgagee in possession

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(or agent therefor), or other similar Person for itself or a substantial portion of its Property or business; or

(r)Monetary Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any one or more of the Credit Parties or any of their respective Subsidiaries involving in the aggregate a liability of $250,000 or more (excluding amounts covered by insurance to the extent the relevant independent third party insurer has not denied coverage therefor), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof; or

(s)Non-Monetary Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the Credit Parties or any of their respective Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and there shall be any period of twenty (20) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(t)Collateral. Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit Party or any Subsidiary of any Credit Party party thereto or any Credit Party or any Subsidiary of any Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest and/or hypothec in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected with a value in excess of $1,000,000 and first priority security interest and/or hypothec subject only to Permitted Liens; or

(u)Ownership. (a) any person or group of persons (within the meaning of the Securities Exchange Act of 1934) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934) of more than 50% of the issued and outstanding shares of capital Stock and Stock Equivalents of Essex having the right to vote for the election of directors of Essex under ordinary circumstances, (b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of Essex (together with any new directors whose election by the board of directors of Essex or whose nomination for election by the stockholders of Essex was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office, (c) Essex at any time ceases to own 100% of the issued and outstanding Stock and Stock Equivalents of Holdings, (d) Holdings ceases to own one hundred percent (100%) of the issued and outstanding Stock and Stock Equivalents of the US Borrower, or (e) the US Borrower ceases to own one hundred percent (100%) of the issued and outstanding Stock and Stock Equivalents of the Canadian Borrower, in each instance in clauses (c) and (d) above and this clause (e), free and clear of all Liens, rights, options, warrants or other similar agreements or understandings, other than Liens in favor of Agent, for the benefit of the Secured Parties;

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(v)Subordinated Indebtedness. The subordination provisions of any agreement or instrument governing any Subordinated Indebtedness shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligations thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement or such subordination provisions; or

(w)Capital Call Agreement. Any breach by Essex, Holdings or either Borrower of its obligations under the Capital Call Agreement.

7.2Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and shall at the request of the Required Lenders:

(n)declare all or any portion of the Commitment of each Lender to make Loans or of the L/C Issuer to Issue Letters of Credit to be suspended or terminated, whereupon such Commitments shall forthwith be suspended or terminated;

(o)declare all or any portion of the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable; without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; and/or

(p)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in subsection 7.1(f) or 7.1(g) above (in the case of clause (i) of subsection 7.1(g) upon the expiration of the sixty (60) day period mentioned therein), the obligation of each Lender to make Loans and the obligation of the L/C Issuer to Issue Letters of Credit shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of Agent, any Lender or the L/C Issuer.

7.3Rights Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

7.4Cash Collateral for Letters of Credit. If an Event of Default has occurred and is continuing, this Agreement (or the Revolving Loan Commitment and the Canadian Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, Agent may, and upon request of Required Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the US Borrower shall thereupon deliver to Agent, to be held for the benefit of the L/C Issuer, Agent and the US Revolving Lenders entitled thereto, an amount of cash equal to 105% of the amount of Letter of Credit Obligations as additional collateral security for the

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US Obligations in respect of any outstanding Letter of Credit. Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ US Obligations. The remaining balance of the cash collateral will be returned to the US Borrower when all Letters of Credit have been terminated or discharged, all Revolving Loan Commitments and Canadian Revolving Loan Commitments have been terminated and all Obligations have been paid in full in cash.

ARTICLE VIII.THE AGENT

8.1Appointment and Duties.

(q)Appointment of Agent. Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor Agent pursuant to Section 8.9) as Agent hereunder and authorizes Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Credit Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Agent under such Loan Documents and (iii) exercise such powers as are incidental thereto.

(r)Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in subsection 7.1(g) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in subsection 7.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (iii) act as collateral agent for each Secured Party for purposes of the perfection and/or registering of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Agent and the other Secured Parties with respect to the Credit Parties and/or the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the L/C Issuers to take further actions as collateral subagents for purposes of enforcing such Liens or otherwise to transfer the Collateral

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subject thereto to Agent, and each Lender and L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(s)Limited Duties. Under the Loan Documents, Agent (i) is acting solely on behalf of the Secured Parties (except to the limited extent provided in subsection 1.4(b) with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Loan Document to refer to Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, L/C Issuer or any other Person and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Secured Party, by accepting the benefits of the Loan Documents, hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

8.2Binding Effect. Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are incidental thereto, shall be authorized and binding upon all of the Secured Parties.

8.3Use of Discretion.

(n)No Action without Instructions. Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law.

(o)Right Not to Follow Certain Instructions. Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or its Affiliates that is communicated to or obtained by Agent or any of its Affiliates in any capacity.

(p)Exclusive Right to Enforce Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with the Loan Documents for the benefit of all the Lenders and the L/C Issuer; provided that the foregoing shall not prohibit (i) the Agent from exercising on its own behalf the rights and remedies that inure

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to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (ii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 9.11 or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided further that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Section 7.2 and (B) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 9.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

8.4Delegation of Rights and Duties. Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article VIII to the extent provided by Agent.

8.5Reliance and Liability.

(a)Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b)None of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Secured Party, Holdings, each Borrower and each other Credit Party hereby waive and shall not assert (and each of Holdings and each Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Agent:

(xxiv)shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent);

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(xxv)shall not be responsible to any Lender, L/C Issuer or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(xxvi)makes no warranty or representation, and shall not be responsible, to any Lender, L/C Issuer or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Person of any Credit Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and

(xxvii)shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from any Borrower, any Lender or L/C Issuer describing such Default or Event of Default clearly labeled “notice of default” (in which case Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer, Holdings and each Borrower hereby waives and agrees not to assert (and each of Holdings and each Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

(c)Each Lender and L/C Issuer (i) acknowledges that it has performed and will continue to perform its own diligence and has made and will continue to make its own independent investigation of the operations, financial conditions and affairs of the Credit Parties and (ii) agrees that is shall not rely on any audit or other report provided by Agent or its Related Persons (an “Agent Report”). Each Lender and L/C Issuer further acknowledges that any Agent Report (i) is provided to the Lenders and L/C Issuers solely as a courtesy, without consideration, and based upon the understanding that such Lender or L/C Issuer will not rely on such Agent Report, (ii) was prepared by Agent or its Related Persons based upon information provided by the Credit Parties solely for Agent’s own internal use, (iii) may not be complete and may not reflect all information and findings obtained by Agent or its Related Persons regarding the operations and condition of the Credit Parties. Neither Agent nor any of its Related Persons makes any representations or warranties of any kind with respect to (i) any existing or proposed financing, (ii) the accuracy or completeness of the information contained in any Agent Report or in any related documentation, (iii) the scope or adequacy of Agent’s and its Related Persons’ due diligence, or the presence or absence of any errors or omissions contained in any Agent Report or in any related documentation, and (iv) any work

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performed by Agent or Agent’s Related Persons in connection with or using any Agent Report or any related documentation.

(d)Neither Agent nor any of its Related Persons shall have any duties or obligations in connection with or as a result of any Lender or L/C Issuer receiving a copy of any Agent Report. Without limiting the generality of the forgoing, neither Agent nor any of its Related Persons shall have any responsibility for the accuracy or completeness of any Agent Report, or the appropriateness of any Agent Report for any Lender’s or L/C Issuer’s purposes, and shall have no duty or responsibility to correct or update any Agent Report or disclose to any Lender or L/C Issuer any other information not embodied in any Agent Report, including any supplemental information obtained after the date of any Agent Report. Each Lender and L/C Issuer releases, and agrees that it will not assert, any claim against Agent or its Related Persons that in any way relates to any Agent Report or arises out of any Lender or L/C Issuer having access to any Agent Report or any discussion of its contents, and agrees to indemnify and hold harmless Agent and its Related Persons from all claims, liabilities and expenses relating to a breach by any Lender or L/C Issuer arising out of such Lender’s or L/C Issuer’s access to any Agent Report or any discussion of its contents.

8.6Agent Individually. Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any kind of business with, any Credit Party or Affiliate thereof as though it were not acting as Agent and may receive separate fees and other payments therefor. To the extent Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Revolving Lender”, “Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, Agent or such Affiliate, as the case may be, in its individual capacity as Lender, Revolving Lender or as one of the Required Lenders, respectively.

8.7Lender Credit Decision.

(c)Each Lender and each L/C Issuer acknowledges that it shall, independently and without reliance upon Agent, any Lender or L/C Issuer or any of their Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication of the Loans) solely or in part because such document was transmitted by Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Credit Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by Agent to the Lenders or L/C Issuers, Agent shall not have any duty or responsibility to provide any Lender or L/C Issuer with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party that may come in to the possession of Agent or any of its Related Persons.

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(d)If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning the Credit Parties or their Affiliates, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Credit Parties will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the Loans to the credit contact(s) identified for receipt of such information on the Lender’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s compliance policies and contractual obligations and applicable law, including federal and state securities laws; provided, that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and the Credit Parties upon request therefor by Agent or the Credit Parties. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Credit Parties or their Affiliates.

8.8Expenses; Indemnities; Withholding.

(c)Each Lender agrees to reimburse Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

(d)Each Lender further agrees to indemnify Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party), severally and ratably, from and against Liabilities (including, to the extent not indemnified pursuant to Section 8.8(c), taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred by or asserted against Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

(e)To the extent required by any applicable law, Agent may withhold from any payment to any Lender under a Loan Document an amount equal to any applicable withholding tax. If the IRS, the CRA or any other Governmental Authority asserts a claim that Agent did not

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properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such Lender failed to notify Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), or Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such Lender shall promptly indemnify Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which Agent is entitled to indemnification from such Lender under this Section 8.8(c).

8.9Resignation of Agent or L/C Issuer.

(e)Agent may resign at any time by delivering notice of such resignation to the Lenders and the US Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 8.9. If Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Agent. If, after 30 days after the date of the retiring Agent’s notice of resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders. Each appointment under this clause (a) shall be subject to the prior consent of the US Borrower (unless such successor Agent is a Lender or an Affiliate of a Lender), which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default.

(f)Effective immediately upon its resignation, (i) the retiring Agent shall be discharged from its duties and obligations under the Loan Documents as Agent, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent under the Loan Documents.

(g)Any L/C Issuer may refuse to Issue a Letter of Credit in its sole discretion.

8.10Release of Collateral or Guarantors. Each Lender and L/C Issuer hereby consents to the release and hereby directs Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

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(d)any Subsidiary of any Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent) to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and

(e)any Lien held by Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 4.13 after giving effect to such transaction have been granted, (ii) any Property subject to a Lien permitted hereunder in reliance upon subsection 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Credit Parties, upon (A) termination of the Revolving Loan Commitments and the Canadian Revolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts and Bank Products, that Agent has theretofore been notified in writing by the holder of such Obligation are then due and payable, (C) deposit of cash collateral with respect to all contingent Obligations (or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit), in amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the extent requested by Agent, receipt by Agent and the Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent.

Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of at least five (5) Business Days’ advance notice from the Borrowers, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 8.10.

8.11Additional Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Agent and all other Secured Parties, that such Secured Party confirms in writing (in form and substance acceptable to Agent) that it is bound by this Article VIII and Section 9.3, Section 9.9, Section 9. 10, Section 9.11, Section 9.17, Section 9.24 and Section 10.1 (and, solely with respect to L/C Issuers, subsection 1.1(b)) and the decisions and actions of Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 8.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept, (b) each of Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of

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the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

8.12Documentation Agent. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Documentation Agent shall not have any duties or responsibilities, nor shall the Documentation Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Documentation Agent. At any time that any Lender serving (or whose Affiliate is serving) as Documentation Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loans and the Revolving Loan Commitment, such Lender (or an Affiliate of such Lender acting as Documentation Agent) shall be deemed to have concurrently resigned as such Documentation Agent.

ARTICLE IX.MISCELLANEOUS

9.1Amendments and Waivers.

(q)No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by any Credit Party therefrom, shall be effective unless the same shall be in writing and signed by Agent, the Required Lenders (or by Agent with the consent of the Required Lenders), and the Borrowers, and then such waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders directly affected thereby (or by Agent with the consent of all the Lenders directly affected thereby), in addition to Agent and the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrowers, do any of the following:

(i)increase or extend the Revolving Loan Commitment or the Canadian Revolving Loan Commitment of any Lender (or reinstate any Revolving Loan Commitment or Canadian Revolving Loan Commitment terminated pursuant to subsection 7.2(a));

(ii)postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the Lenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 1.8 (other than scheduled installments under subsection 1.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);

(iii)reduce the principal of, or the rate of interest specified herein (it being agreed that waiver of the default interest margin shall only require the consent of the Required Lenders) or the amount of interest payable in cash specified herein on any Loan, or of any fees or

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other amounts payable hereunder or under any other Loan Document, including L/C Reimbursement Obligations;

(iv)amend or modify subsection 1.10(c) or subsection 1.10(d);

(v)change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder;

(vi)amend this Section 9.1 or the definition of Required Lenders or any provision providing for consent or other action by all Lenders;

(vii)except as otherwise may be provided in this Agreement or the other Loan Documents, discharge any Credit Party from its respective payment Obligations under the Loan Documents or any Credit Party from its guaranty of any Obligation or release Collateral having an aggregate value of $10,000,000 in the aggregate in any Fiscal Year;

(viii)increase the percentage advance rates in the definition of US Borrowing Base or Canadian Borrowing Base, as the case may be; or

(ix)amend the definitions of Canadian Liquidity Reserve, Performance Reserve or US Liquidity Reserve;

it being agreed that (w) all Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (v), (vi) and (vii), (x) all US Revolving Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (viii) and (ix) with respect to the US Borrowing Base, and (y) all Canadian Revolving Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (viii) and (ix) with respect to the Canadian Borrowing Base.

(r)No amendment, waiver or consent shall, unless in writing and signed by Agent, the Swingline Lender or the L/C Issuer, as the case may be, in addition to the Required Lenders or all Lenders directly affected thereby, as the case may be (or by Agent with the consent of the Required Lenders or all the Lenders directly affected thereby, as the case may be), affect the rights or duties of Agent, the Swingline Lender or the L/C Issuer, as applicable, under this Agreement or any other Loan Document. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Rate Contracts resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Secured Swap Provider becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner adverse to any Secured Swap Provider, shall be effective without the written consent of such Secured Swap Provider or, in the case of a Secured Rate Contract provided or arranged by GE Capital or an Affiliate of GE Capital, GE Capital.

(s)Notwithstanding anything to the contrary contained in this Section 9.1, (x) the Borrowers may amend Schedules 3.19 and 3.21 upon notice to Agent, (y) Agent may amend

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Schedule 1.1(a) or Schedule 1.1(b) to reflect Sales entered into pursuant to Section 9.9, and (z) Agent and the Borrowers may amend or modify this Agreement and any other Loan Document to grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional property for the benefit of the Secured Parties or join additional Persons as Credit Parties in accordance with the Loan Documents; provided that no Accounts or Inventory or Equipment of such joined Credit Party shall be included as US Eligible Accounts, US Eligible Inventory, US Eligible Equipment, Canadian Eligible Accounts, Canadian Eligible Inventory or Canadian Eligible Equipment, as applicable, until a field examination (and, if required by Agent, an Inventory or Equipment appraisal) with respect thereto has been completed to the satisfaction of Agent, including the establishment of Reserves required in Agent’s Permitted Discretion.

9.2Notices.

(q)Addresses. All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless otherwise expressly specified herein, and (i) addressed to the address set forth on the applicable signature page hereto, (ii) posted to Intralinks® (to the extent such system is available and set up by or at the direction of Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-code fax coversheet or using such other means of posting to Intralinks® as may be available and reasonably acceptable to Agent prior to such posting, (iii) posted to any other E-System approved by or set up by or at the direction of Agent or (iv) addressed to such other address as shall be notified in writing (A) in the case of each Borrower, Agent and the Swingline Lender, to the other parties hereto and (B) in the case of all other parties, to the Borrowers and Agent. Transmissions made by electronic mail or E-Fax to Agent shall be effective only (x) for notices where such transmission is specifically authorized by this Agreement, (y) if such transmission is delivered in compliance with procedures of Agent applicable at the time and previously communicated to Borrowers, and (z) if receipt of such transmission is acknowledged by Agent.

(r)Effectiveness. (i) All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (iii) if delivered by Canada Post or United States mail, three (3) Business Days after deposit in the mail, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to Agent pursuant to Article I shall be effective until received by Agent.

(i)The posting, completion and/or submission by any Credit Party of any communication pursuant to an E-System shall constitute a representation and warranty by the Credit Parties that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided, given or made by a Credit Party in connection with any such

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communication is true, correct and complete except as expressly noted in such communication or E-System.

(s)Each Lender shall notify Agent in writing of any changes in the address to which notices to such Lender should be directed, of addresses of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as Agent shall reasonably request.

9.3Electronic Transmissions.

(i)Authorization. Subject to the provisions of subsection 9.2(a), each of Agent, Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Credit Party and each Secured Party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(j)Signatures. Subject to the provisions of subsection 9.2(a), (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, PPSA, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act, the Electronic Commerce Act, 2000 (Ontario), and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which Agent, each Secured Party and each Credit Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

(k)Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

(l)LIMITATION OF LIABILITY. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF

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AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. Each Borrower, each other Credit Party executing this Agreement and each Secured Party agrees that Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

9.4No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing between any Credit Party, any Affiliate of any Credit Party, Agent or any Lender shall be effective to amend, modify or discharge any provision of this Agreement or any of the other Loan Documents.

9.5Costs and Expenses. Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall be at the expense of such Credit Party, and neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon demand (a) Agent for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons, in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including Attorney Costs of Agent, the cost of environmental audits, Collateral audits and appraisals, background checks and similar expenses, to the extent permitted hereunder, (b) each Lender for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons prior to the Closing Date in connection with the preparation, negotiation and execution of the Loan Documents or any commitment or proposal letter therefor, any other document prepared in connection with the consummation the transactions contemplated herein, in each case including Attorney Costs of each Lender, (c) Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Agent for its examiners) and (d) Agent, each Lender and each of their respective Related Persons, and L/C Issuer for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document,

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any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation, including Attorney Costs of Agent and each Lender.

9.6Indemnity.

(e)Subject to, and without in any way limiting Section 1.16 hereof, each Credit Party agrees to indemnify, hold harmless and defend Agent, each Lender, each L/C Issuer and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit or any securities filing of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Credit Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing or (v) any and all losses, claims, damages, costs, expenses or liabilities of every kind whatsoever to which any of the Indemnitees may become subject to in connection with the Hedging Agreements-Other (collectively, the “Indemnified Matters”); provided, however, that no Credit Party shall have any liability under this Section 9.6 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each of the Borrowers and each other Credit Party executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.

(f)Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities imposed on, incurred by, or asserted against, any Indemnitee, including those arising from, or otherwise involving, any Property of any Credit Party or any Related Person of any Credit Party or any actual, alleged or prospective damage to Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or

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into such Property or natural resource or any Property on or contiguous to any Real Estate of any Credit Party or any Related Person of any Credit Party, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Credit Party or any Related Person of any Credit Party or the owner, lessee or operator of any Property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Agent or following Agent or any Lender having become the successor-in-interest to any Credit Party or any Related Person of any Credit Party and (ii) are attributable solely to acts of such Indemnitee.

9.7Marshaling; Payments Set Aside. No Secured Party shall be under any obligation to marshal any Property in favor of any Credit Party or any other Person or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from any Borrower, from any other Credit Party, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

9.8Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that any assignment by any Lender shall be subject to the provisions of Section 9.9, and provided further that neither Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender.

9.9Assignments and Participations; Binding Effect.

(f)Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings, the Borrowers, the other Credit Parties signatory hereto, Agent and each Lender. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, Holdings, the Borrowers, the other Credit Parties hereto (in each case except for Article VIII), Agent, each Lender and each L/C Issuer receiving the benefits of the Loan Documents and, to the extent provided in Section 8.11, each other Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 8.9), none of Holdings, the Borrowers, any other Credit Party, any L/C Issuer or Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(g)Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to Agent and, with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a Lender (which acceptance shall not be unreasonably withheld or delayed) and, as long as no Event of Default is continuing,

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the Borrowers (which acceptance shall not be unreasonably withheld and delayed; provided that (x) such acceptance shall be deemed to have been given unless an objection is delivered to Agent within five (5) Business Days after notice of a proposed Sale is delivered to the Borrowers and (y) it shall not be unreasonable for the Borrowers to withhold consent to assignments to Competitors of the Borrowers and their Subsidiaries); provided, however, that (1) such Sales do not have to be ratable between the Revolving Loan and Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (2) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of the Borrowers (to the extent Borrowers’ consent is otherwise required) and Agent, (3) any assignment by a Lender of its Revolving Loans and Revolving Loan Commitments shall only be made as an integrated part of assignments of an equal pro rata share of the US Revolving Loans and Revolving Loan Commitments and the Canadian Revolving Loans and Canadian Revolving Loan Commitments of such Lender and/or any Affiliate and/or Approved Fund of such Lender, (4) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, (5) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and (6) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to Agent’s prior written consent in all instances, unless in connection with such Sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of Subordinated Indebtedness or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable.

(h)Procedure. The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to Agent an Assignment via an electronic settlement system designated by Agent (or, if previously agreed with Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any tax forms required to be delivered pursuant to Section 10.1 and payment of an assignment fee in the amount of $3,500 to Agent, unless waived or reduced by Agent; provided, that (i) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such Assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale (unless waived or reduced by Agent). Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is made in accordance with clause (iii) of subsection 9.9(b), upon Agent (and the Borrowers, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

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(i)Effectiveness. Subject to the recording of an Assignment by Agent in the Register pursuant to subsection 1.4(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

(j)Grant of Security Interests. In addition to the other rights provided in this Section 9.9, each Lender may grant a security interest in, hypothec in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Indebtedness or equity securities, by notice to Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

(k)Participants and SPVs. In addition to the other rights provided in this Section 9.9, each Lender may, (x) with notice to Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from Agent or the Borrowers, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the applicable Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article X, but, with respect to Section 10.1, only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to subsection 10.1(f) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded

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by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the applicable Obligations), except for those described in clauses (ii) and (iii) of subsection 9.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in clause (vi) of subsection 9.1(a). No party hereto shall institute (and each Borrower and Holdings shall cause each other Credit Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations.

9.10Non-Public Information; Confidentiality.

(a)Non-Public Information. Each of Agent, each Lender and each L/C Issuer acknowledges and agrees that it may receive material non-public information (“MNPI”) hereunder concerning the Credit Parties and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United States federal and state securities laws and regulations and Canadian federal, provincial or territorial laws and regulations).

(b)Confidential Information. Each of Agent, each Lender and each L/C Issuer agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Credit Party as confidential, except that such information may be disclosed (i) with the Borrowers’ consent, (ii) to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other than any Credit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements, (vi) (A) to the National Association of Insurance Commissioners, Insurance Bureau of Canada or any similar organization, any examiner

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or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants, direct or contractual counterparties to any Secured Rate Contracts or Bank Products and to their respective Related Persons, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), (viii) to any other party hereto, and (ix) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Lender, L/C Issuer or Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public statements or disclosures by Credit Parties or their Related Persons referring to a Lender, L/C Issuer or Agent or any of their Related Persons. In the event of any conflict between the terms of this Section 9.10 and those of any other Contractual Obligation entered into with any Credit Party (whether or not a Loan Document), the terms of this Section 9.10 shall govern.

(c)Tombstones. Each Credit Party consents to the publication by Agent or any Lender of any press releases, tombstones, advertising or other promotional materials (including, without limitation, via any Electronic Transmission) relating to the financing transactions contemplated by this Agreement using such Credit Party’s name, product photographs, logo or trademark. Agent or such Lender shall provide a draft of any such press release, advertising or other promotional material to the Borrowers for review and comment prior to the publication thereof.

(d)Press Release and Related Matters. No Credit Party shall, and no Credit Party shall permit any of its Affiliates to, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities of any Credit Party) using the name, logo or otherwise referring to GE Capital or of any of its Affiliates, the Loan Documents or any transaction contemplated herein or therein to which GE Capital or any of its Affiliates is party without the prior written consent of GE Capital or such Affiliate except to the extent required to do so under applicable Requirements of Law and then, only after advising GE Capital.

(e)Distribution of Materials to Lenders and L/C Issuers. The Credit Parties acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Credit Parties hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available, to the Lenders and the L/C Issuers by posting such Borrower Materials on an E-System. The Credit Parties authorize Agent to download copies of their logos from its website and post copies thereof on an E-System.

(f)Material Non-Public Information. The Credit Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit Parties has publicly traded equity or debt securities in the United States or Canada, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously mark such Borrower Materials that contain only information

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that is publicly available or that is not material for purposes of United States or Canadian federal, state, provincial and territorial securities laws as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States or Canadian federal, state, provincial and territorial securities laws. The Credit Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Credit Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation of Loans, L/C Requests, Swingline requests and any similar requests or notices posted on or through an E-System). Before distribution of any Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein.

9.11Set-off; Sharing of Payments.

(d)Right of Setoff. Each of Agent, each Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Agent, such Lender, such L/C Issuer or any of their respective Affiliates to or for the credit or the account of any Borrower or any other Credit Party against any Obligation of any Credit Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or L/C Issuer shall exercise any such right of setoff without the prior consent of Agent or Required Lenders. Each of Agent, each Lender and each L/C Issuer agrees promptly to notify the Borrowers and Agent after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

(e)Sharing of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC, in the case of the US Credit Parties or the PPSA, in the case of the Canadian Credit Parties) of Collateral) other than pursuant to Section 9.9 or Article X and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their

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Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrowers, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Credit Party in the amount of such participation. If a Non-Funding Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in subsection 1.11(e).

9.12Counterparts; Facsimile Signature. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

9.13Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

9.14Captions. The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

9.15Independence of Provisions. The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly stated to the contrary in this Agreement.

9.16Interpretation. This Agreement is the result of negotiations among and has been reviewed by counsel to Credit Parties, Agent, each Lender and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against the Lenders or Agent merely because of Agent’s or Lenders’ involvement in the preparation of such documents and agreements. Without limiting the generality of the foregoing, each of the parties hereto has had the advice of counsel with respect to Sections 9.18 and 9.19.

9.17No Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of the Borrowers, the Lenders, the L/C Issuers party hereto, Agent and, subject to the provisions of Section 8.11, each other Secured Party, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan

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Documents. Neither Agent nor any Lender shall have any obligation to any Person not a party to this Agreement or the other Loan Documents.

9.18Governing Law and Jurisdiction.

(a)Governing Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).

(b)Submission to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, the Borrowers and each other Credit Party executing this Agreement hereby accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Credit Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(c)Service of Process. Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified United States mail or Canada Post, postage prepaid) to the address of the applicable Borrower specified herein (and shall be effective when such mailing shall be effective, as provided therein). Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d)Non-Exclusive Jurisdiction. Nothing contained in this Section 9.18 shall affect the right of Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

9.19Waiver of Jury Trial. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED

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HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

9.20Entire Agreement; Release; Survival.

(a)THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY CREDIT PARTY AND ANY LENDER OR ANY L/C ISSUER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT OTHER THAN THE FEE LETTER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENTS OR SUCH TERMS OF SUCH OTHER LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH).

(b)Execution of this Agreement by the Credit Parties constitutes a full, complete and irrevocable release of any and all claims which each Credit Party may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. In no event shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each Borrower and each other Credit Party signatory hereto hereby waives, releases and agrees (and shall cause each other Credit Party to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(c)(i) Any indemnification or other protection provided to any Indemnitee pursuant to this Section 9.20, Sections 9.5 (Costs and Expenses) and 9.6 (Indemnity) and Articles VIII (Agent) and X (Taxes, Yield Protection and Illegality), (ii) the provisions of Section 8.1 of the Guaranty and Security Agreement and (iii) the provisions of Section 8.1 of the Canadian Guaranty and Security Agreement, in each case, shall (x) survive the termination of the Revolving Loan Commitments and the Canadian Revolving Loan Commitments and the payment in full of all other Obligations and (y) with respect to clause (i) above, inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

9.21Patriot Act. Each Lender that is subject to the Patriot Act hereby notifies the Credit Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act.

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9.22Replacement of Lender. Within forty-five days after: (i) receipt by the Borrowers of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrowers may, at their option, notify Agent and such Affected Lender (or such non-consenting Lender) of the Borrowers’ intention to obtain, at the Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrowers obtain a Replacement Lender within forty-five (45) days following notice of their intention to do so, the Affected Lender (or such non-consenting Lender) shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrowers shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

9.23Joint and Several. The obligations of the US Credit Parties hereunder and under the other Loan Documents with respect to the US Obligations are joint and several. The obligations of the Credit Parties hereunder and under the other Loan Documents with respect to the Canadian Obligations are joint and several. Without limiting the generality of the foregoing, reference is herein made to Article II of the Guaranty and Security Agreement, to which the obligations of Borrowers and the other Credit Parties are subject and Article II of the Canadian Guaranty and Security Agreement, to which the obligations of Canadian Borrower and the other Canadian Credit Parties are subject.

9.24Creditor-Debtor Relationship. The relationship between Agent, each Lender and the L/C Issuer, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. No Secured Party has any fiduciary relationship or duty to any Credit Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the

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Secured Parties and the Credit Parties by virtue of, any Loan Document or any transaction contemplated therein.

9.25Actions in Concert. Notwithstanding anything contained herein to the contrary, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights against any Credit Party arising out of this Agreement or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

9.26Judgment Currency; Contractual Currency.

(a)If, for the purpose of obtaining or enforcing judgment against any Credit Party in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 9.26 referred to as the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (i) the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date, or (ii) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 9.26 being hereinafter referred to as the “Judgment Conversion Date”).

(b)If, in the case of any proceeding in the court of any jurisdiction referred to in subsection 9.26(a), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, applicable Credit Party shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from a Credit Party under this subsection 9.26(b) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of any of the Loan Documents.

(c)If, in the case of any proceeding in the court of any jurisdiction referred to in subsection 9.26(a), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due and as a result any Lender has actually received in the Judgment Currency an amount that, when converted at the rate of exchange prevailing on the date of payment, could produce an amount in excess of the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date, then the applicable Lender shall remit to the applicable Credit Party such excess without interest.

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(d)The term “rate of exchange” in this Section 9.26 means the rate of exchange at which Agent could in accordance with its customary parties, on the relevant date at or about 1:00 p.m. (New York time), purchase the Obligation Currency with the Judgment Currency.

(e)Any amount received or recovered by Agent in respect of any sum expressed to be due to it (whether for itself or as trustee for any other person) from any Credit Party under this Agreement or under any of the other Loan Documents in a currency other than the currency (the “Contractual Currency”) in which such sum is so expressed to be due (whether as a result of, or from the enforcement of, any judgment or order of a court or tribunal of any jurisdiction, the winding-up of a Credit Party or otherwise) shall only constitute a discharge of such Credit Party to the extent of the amount of the Contractual Currency that Agent is able, in accordance with its usual practice, to purchase with the amount of the currency so received or recovered on the date of receipt or recovery (or, if later, the first date on which such purchase is practicable). If the amount of the Contractual Currency so purchased is less than the amount of the Contractual Currency so expressed to be due, such Credit Party shall indemnify Agent against any loss sustained by it as a result, including the cost of making any such purchase.

9.27Loan Documents in English. It is the express wish of the parties that this Agreement, any Loan Document and any related document be drawn up and executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés et signés en anglais.

9.28No Deemed Subordination. The reference to Permitted Liens herein or in any other Loan Document is not intended to subordinate and shall not subordinate, and shall not be interpreted as subordinating, any Lien created by any of the Loan Documents in favor of the Agent or Lenders to any such Permitted Lien.

9.29Affirmation of Obligations. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereof, from and after the Closing Date: (a) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Credit Parties, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case, to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a

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refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as modified, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent (as defined therein) under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.

ARTICLE X.TAXES, YIELD PROTECTION AND ILLEGALITY

10.1Taxes.

(t)Except as otherwise provided in this Section 10.1, each payment by any Credit Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority and all liabilities with respect thereto (and without deduction for any of them) (collectively, but excluding Excluded Taxes, the “Taxes”).

(u)If any Taxes shall be required by any Requirement of Law to be deducted from or in respect of any amount payable under any Loan Document to any Secured Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including deductions applicable to any increases to any amount under this Section 10.1), such Secured Party receives the amount it would have received had no such deductions been made, (ii) the relevant Credit Party shall make such deductions, (iii) the relevant Credit Party shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Credit Party shall deliver to Agent an original or certified copy of a receipt evidencing such payment or other evidence of payment reasonably satisfactory to Agent.

(v)In addition, the Borrowers agree to pay, and authorize Agent to pay in their name, any stamp, documentary, excise or property tax, charges or similar levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution,

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delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). The Swingline Lender may, without any need for notice, demand or consent from the Borrowers, by making funds available to Agent in the amount equal to any such payment, make a Swing Loan to the US Borrower in such amount, the proceeds of which shall be used by Agent in whole to make such payment. Within 30 days after the date of any payment of Other Taxes by any Credit Party, the Borrowers shall furnish to Agent, at its address referred to in Section 9.2, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to Agent.

(w)The Borrowers shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Agent), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 10.1) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of Agent on behalf of such Secured Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrowers with copy to Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, Agent and such Secured Party may use any reasonable averaging and attribution methods.

(x)Any Lender claiming any additional amounts payable pursuant to this Section 10.1 shall use its commercially reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its Lending Office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(y)(i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by US Borrower or Agent (or, in the case of a participant or SPV, the relevant Lender), provide Agent and the Borrowers (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the US Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any

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other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the US Borrower and Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the applicable Credit Parties and Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

(i)Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the US Borrower or Agent (or, in the case of a participant or SPV, the relevant Lender), provide Agent and the US Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.

(ii)Each Lender having sold a participation in any of its Obligations or identified an SPV as such to Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to Agent.

(iii)If a payment made to a Non-U.S. Lender Party would be subject to United States federal withholding tax imposed by FATCA if such Non-U.S. Lender Party fails to comply with the applicable reporting requirements of FATCA, such Non-U.S. Lender Party shall deliver to Agent and US Borrower any documentation under any Requirement of Law or reasonably requested by the Agent or US Borrower sufficient for Agent or US Borrower to comply with their obligations under FATCA and to determine that such Non-U.S. Lender has complied with such applicable reporting requirements.

(z)Prior to becoming a Canadian Revolving Lender under this Agreement, each Person that is resident for the purposes of the Income Tax Act (Canada) in a jurisdiction outside of Canada (a “Canadian Foreign Lender”) shall provide to Canadian Borrower (with a copy to Agent) a form, certificate or document from the CRA, if available, and otherwise from the Canadian Foreign Lender certifying that the Canadian Foreign Lender is exempt from Canadian withholding tax or entitled to a reduction in Canadian withholding taxes, as applicable, under the laws of Canada or under an applicable tax treaty between Canada and the jurisdiction in which the Canadian Foreign Lender is resident (“Canadian Withholding Tax Exemption Certificate”). Thereafter, each Canadian Foreign Lender shall within fifteen (15) days after a reasonable written request of Canadian Borrower or Agent from time to time, provide to Canadian Borrower (with a copy to Agent) a Canadian Withholding Tax Exemption Certificate. If a Canadian Foreign Lender is not entitled to an exemption from Canadian withholding taxes with respect to payments to be made to such Canadian Revolving Lender under this Agreement or under the Canadian Revolving Note or does not provide a Canadian Withholding Tax Exemption Certificate within the time periods set forth in the preceding sentence, Canadian Borrower shall withhold taxes from payments to such Canadian Foreign Lender at the

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applicable statutory rate. Where the Canadian Foreign Lender has delivered to Canadian Borrower a Canadian Withholding Tax Exemption Certificate certifying that the Canadian Foreign Lender is entitled to a reduction in Canadian withholding taxes, such withholding shall be reduced under the provisions of any applicable tax treaty between Canada and the jurisdiction in which the Canadian Foreign Lender is resident. The provision of a Canadian Withholding Tax Exemption Certificate shall not relieve the Canadian Borrower of its obligation to pay additional amounts under Section 10.1(b) hereof.

10.2Illegality. If after the date hereof any Lender shall determine that the introduction of any Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make LIBOR Rate Loans, on notice thereof by such Lender to the relevant Borrower through Agent, the obligation of that Lender to make LIBOR Rate Loans shall be suspended until such Lender shall have notified Agent and the relevant Borrower that the circumstances giving rise to such determination no longer exists.

(m)Subject to clause (c) below, if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the applicable Borrower shall prepay in full all LIBOR Rate Loans of such Lender then outstanding, together with interest accrued thereon, either on the last day of the Interest Period thereof if such Lender may lawfully continue to maintain such LIBOR Rate Loans, to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans, together with any amounts required to be paid in connection therewith pursuant to Section 10.4.

(n)If the obligation of any Lender to make or maintain LIBOR Rate Loans has been terminated, the applicable Borrower may elect, by giving notice to such Lender through Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans.

(o)Before giving any notice to Agent pursuant to this Section 10.2, the affected Lender shall designate a different Lending Office with respect to its LIBOR Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.

10.3Increased Costs and Reduction of Return.

(e)If any Lender or L/C Issuer shall determine that, due to either (i) the introduction of, or any change in, or in the interpretation of, any Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, or of Issuing or maintaining any Letter of Credit, then the applicable Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Agent), pay to Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to

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compensate such Lender or L/C Issuer for such increased costs; provided, that such Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the applicable Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(f)If any Lender or L/C Issuer shall have determined that:

(ix)the introduction of any Capital Adequacy Regulation;

(x)any change in any Capital Adequacy Regulation;

(xi)any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or

(xii)compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation;

affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the applicable Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that such Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the applicable Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(g)Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued and (ii) all requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.

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10.4Funding Losses. The relevant Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:

(p)the failure of such Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof);

(q)the failure of the relevant Borrower to borrow, continue or convert a Term Loan, US Revolving Loan or Canadian Revolving Loan, as the case may be, after such Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation of Loans;

(r)the failure of any Borrower to make any prepayment after such Borrower has given a notice in accordance with Section 1.7;

(s)the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or

(t)the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period;

including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by any Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

10.5Inability to Determine Rates. If Agent shall have determined in good faith that for any reason adequate and reasonable means do not exist for ascertaining the LIBOR for any requested Interest Period with respect to a proposed LIBOR Rate Loan or that the LIBOR applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, Agent will forthwith give notice of such determination to the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until Agent revokes such notice in writing. Upon receipt of such notice, the relevant Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation of Loans then submitted by it. If such Borrower does not revoke such notice, the relevant Lenders shall make, convert or continue the applicable Loans, as proposed by such Borrower, in the amount specified in the applicable notice submitted by such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans.

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10.6Reserves on LIBOR Rate Loans. The relevant Borrower shall pay to each relevant Lender, as long as such Lender shall be required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional costs on the unpaid principal amount of each LIBOR Rate Loan equal to actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), payable on each date on which interest is payable on such Loan provided the relevant Borrower shall have received at least fifteen (15) days’ prior written notice (with a copy to Agent) of such additional interest from the relevant Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest shall be payable fifteen (15) days from receipt of such notice.

10.7Certificates of Lenders. Any Lender claiming reimbursement or compensation pursuant to this Article X shall deliver to the Borrowers (with a copy to Agent) a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest error.

ARTICLE XI.DEFINITIONS

11.1Defined Terms. The following terms are defined in the Sections or subsections referenced opposite such terms:

“956 Impact”	4.13(c)
“Affected Lender”	9.22
“Agent Report”	8.5(c)
“Aggregate Excess Funding Amount”	1.11(e)(iv)
“Borrower Materials”	9.10(e)
“Borrowers”	Preamble
“Canadian Borrower”	Preamble
“Canadian Eligible Accounts”	1.13(b)
“Canadian Eligible Inventory”	1.14(b)
“Canadian Foreign Lender”	10.1(g)
“Canadian Overadvance”	1.1(e)(iii)
“Canadian Revolving Credit Facility”	1.1(e)(i)
“Canadian Revolving Loan”	1.1(e)(i)
“Canadian Revolving Loan Commitment”	1.1(e)(i)
“Canadian Withholding Tax Exemption Certificate”	10.1(g)
“Capital Expenditures”	Exhibit 4.2(b)
“Consolidated EBITDA”	Exhibit 4.2(b)
“Consolidated Net Interest Expense”	Exhibit 4.2(b)
“Contractual Currency”	9.26(e)
“Existing Agent”	Recitals
“Existing Credit Agreement”	Recitals

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“Existing Lenders”	Recitals
“Event of Default”	7.1
“Fee Letter”	1.9(a)
“Fixed Charge Coverage Ratio”	Exhibit 4.2(b)
“GE Capital”	Preamble
“Holdings”	Preamble
“Indemnified Matters”	9.6(a)
“Indemnitees”	9.6(a)
“Intercompany Notes”	5.4(b)
“Interest Expense”	Exhibit 4.2(b)
“Investments”	5.4(b)
“Judgment Conversion Date”	9.26(a)
“Judgment Currency”	9.26(a)
“L/C Reimbursement Agreement”	1.1(c)(i)(C)
“L/C Reimbursement Date”	1.1(c)(v)
“L/C Request”	1.1(c)(ii)
“L/C Reserve Account”	1.17(b)(i)
“L/C Sublimit”	1.1(c)(i)(A)
“Letter of Credit Fee”	1.9(c)
“Maximum Lawful Rate”	1.3(d)
“Maximum Revolving Loan Balance”	1.1(b)
“MNPI”	9.10(a)
“Modified Fixed Charge Coverage Ratio”	Exhibit 4.2(b)
“Net Capital Expenditures”	Exhibit 4.2(b)
“Net Interest Expense”	Exhibit 4.2(b)
“Notice of Conversion/Continuation of Loans”	1.6(a)
“Obligation Currency”	9.26(a)
“OFAC”	3.28
“Other Taxes”	10.1(c)
“Permitted Liens”	5.1
“Register”	1.4(b)
“Restricted Payments”	5.11
“Replacement Lender”	9.22
“Revolving Loan Commitment”	1.1(b)(i)
“Sale”	9.9(b)
“SDN List”	3.28
“Settlement Date”	1.11(b)
“Swing Loan”	1.1(d)
“Swingline Request”	1.1(c)(ii)
“Tax Returns”	3.10
“Taxes”	10.1(a)
“Term Lender”	1.1(a)

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“Term Loan”	1.1(a)
“Term Loan Commitment”	1.1(a)
“Terrorist Lists”	3.28
“Triggering Event”	4.2(d)
“Unpaid Drawing”	1.17(b)(i)
“Unused Commitment Fee”	1.9(b)
“US Borrower”	Preamble
“US Eligible Accounts”	1.13(a)
“US Eligible Inventory”	1.14(a)
“US Overadvance”	1.1(b)(iii)
“US Revolving Credit Facility”	1.1(b)(i)
“US Revolving Loan”	1.1(b)

In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Account” means, as at any date of determination, all “accounts” (as such term is defined in the UCC in the case of the US Credit Parties or the PPSA in the case of the Canadian Credit Parties) and all “claims” (for purposes of the Civil Code of Quebec) of the Canadian Credit Parties, including, without limitation, the unpaid portion of the obligation of a customer of a Credit Party in respect of Inventory or Equipment purchased by and shipped to such customer, Equipment leased to such customer and/or the rendition of services by a Credit Party, as stated on the respective invoice of a Credit Party, net of any credits, rebates or offsets owed to such customer.

“Account Debtor” means the customer of a Credit Party who is obligated on or under an Account.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the Stock and Stock Equivalents of any Person or otherwise causing any Person to become a Subsidiary of any Borrower, or (c) a merger or consolidation or any other combination with another Person.

“Adjusted Availability” means (1) the lesser of (a) the sum of the US Borrowing Base and the Canadian Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, and (b) the Aggregate Revolving Loan Commitment then in effect less those Reserves imposed by Agent in its Permitted Discretion, less (2) the sum of (a) the aggregate outstanding principal balance of the Revolving Loans, plus (b) the aggregate amount of Letter of Credit Obligations, plus (c) outstanding Swing Loans.

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be an Affiliate of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the

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provisions of the Loan Documents. For purposes of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 50% or more of the voting Stock of such Person (either directly or through the ownership of Stock Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means GE Capital in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent.

“Aggregate Canadian Revolving Loan Commitment” means the combined Canadian Revolving Loan Commitments of the Canadian Revolving Lenders, which shall initially be in the amount of $10,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

“Aggregate Revolving Loan Commitment” means the combined Revolving Loan Commitments of the US Revolving Lenders, which shall initially be in the amount of $35,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

“Aggregate Term Loan Commitment” means the combined Term Loan Commitments of the Term Lenders, which shall initially be in the amount of $40,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

“Applicable Margin” means with respect to Term Loans, Revolving Loans and Swing Loans: (i) if a Base Rate Loan, two and three-quarters percent (2.75%) per annum and (ii) if a LIBOR Rate Loan, three and three-quarters percent (3.75%) per annum. Notwithstanding anything herein to the contrary, Swing Loans may not be LIBOR Rate Loans.

“Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business or (ii) temporarily warehouses loans for any Lender or any Person described in clause (i) above and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Lender.

“Assignment” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 9.9 (with the consent of any party whose consent is required by Section 9.9), accepted by Agent, substantially in the form of Exhibit 11.1(a) or any other form approved by Agent.

“Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel.

“Availability” means, as of any date of determination, the amount by which (a) the Maximum Revolving Loan Balance, exceeds (b) the aggregate outstanding principal balance of US Revolving Loans.

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“Bank Products” means any one or more of the following types of services or facilities extended to the US Credit Parties by a Person who at the time such services or facilities were extended was a US Revolving Lender or Agent (or any Affiliate of a US Revolving Lender or Agent): (a) any treasury or other cash management services, including (i) deposit account, (ii) automated clearing house (ACH) origination and other funds transfer, (iii) depository (including cash vault and check deposit), (iv) zero balance accounts and sweep, and other ACH transactions, (v) return items processing, (vi) controlled disbursement, (vii) positive pay, (viii) lockbox, (ix) account reconciliation and information reporting, (x) payables outsourcing, (xi) payroll processing and (xii) daylight overdraft facilities and (b) card services, including (i) credit card (including purchasing card and commercial card), (ii) prepaid card, including payroll, stored value and gift cards, (iii) merchant services processing, and (iv) debit card services.

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Agent) or any similar release by the Federal Reserve Board (as determined by Agent), (b) the sum of 0.50% per annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR calculated for each such day based on an Interest Period of three months determined two (2) Business Days prior to such day (but for the avoidance of doubt, not less than one and one-half percent (1.50%) per annum), plus (y) the excess of the Applicable Margin for LIBOR Rate Loans over the Applicable Margin for Base Rate Loans, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate or LIBOR for an Interest Period of three months.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Credit Party incurs or otherwise has any obligation or liability, contingent or otherwise.

“Borrowing” means a borrowing hereunder consisting of Loans made to or for the benefit of either Borrower made on the same day by the Lenders pursuant to Article I.

“Borrowing Base Certificate” means a certificate of the US Borrower and the Canadian Borrower, on behalf of each Credit Party, in substantially the form of Exhibit 11.1(b) hereto (with such modifications as the Agent may require in its Permitted Discretion), duly completed as of a date acceptable to Agent in its sole discretion.

“Business Day” means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of LIBOR or any LIBOR Rate Loan or any funding, conversion,

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continuation, Interest Period or payment of any LIBOR Rate Loan, that is also a day on which dealings in US Dollar deposits are carried on in the London interbank market.

“CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in Section 1.17.

“CAM Exchange Date” shall mean the date on which (a) any event referred to in subsection 7.1(f) or (g) shall occur in respect of any Credit Party or (b) an acceleration of the Loans and other obligations hereunder pursuant to Section 7.2 shall occur.

“CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Equivalent Amount of US Dollars of the Obligations owed to such Lender and such Lender’s participation in the aggregate Letter of Credit Obligations immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Equivalent Amount of US Dollars of the Obligations owed to all the Lenders and the aggregate Letter of Credit Obligations immediately prior to such CAM Exchange Date. For purposes of computing each Lender’s CAM Percentage, all Obligations and Letter of Credit Obligations which are denominated in a currency other than US Dollars shall be translated into US Dollars at the rate of exchange in effect on the CAM Exchange Date.

“Canadian Benefit Plans” means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Credit Party has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans.

“Canadian Borrowing Base” means, as of any date of determination by Agent, from time to time, an amount equal to the sum at such time of:

(p)85% of the book value of Canadian Eligible Accounts at such time;

(q)the lesser of (i) 50% of the net book value of Canadian Eligible Inventory valued at the lower of cost or market on a first-in, first-out basis, and (ii) $750,000;

(r)the lesser of (i) 95% of the lesser of (x) the Net Orderly Liquidation Value and (y) the invoice cost, of Canadian Eligible New Sale Equipment Inventory and (ii) $2,000,000; and

(s)85% of the Net Orderly Liquidation Value of Canadian Eligible Other Equipment;

less the sum of Reserves established by Agent at such time in its Permitted Discretion and the Canadian Liquidity Reserve.

“Canadian Commitment Percentage” means, as to any Canadian Revolving Lender, the percentage equivalent of such Canadian Revolving Lender’s Canadian Revolving Loan Commitment, divided by the Aggregate Canadian Revolving Loan Commitment; provided that

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following acceleration of the Loans, such term means, as to any Canadian Revolving Lender, the percentage equivalent of the principal amount of the Canadian Revolving Loans held by such Canadian Revolving Lender, divided by the aggregate principal amount of the Canadian Revolving Loans held by all Canadian Revolving Lenders.

“Canadian Credit Party” means the Canadian Borrower or Subsidiary thereof or any other direct or indirect Subsidiary of Holdings organized under the laws of a jurisdiction in Canada (or of Canada).

“Canadian Dollars” or “CDN$” means the lawful money of Canada.

“Canadian Eligible Aged Sale Equipment Inventory” means all Equipment that is owned by the Canadian Borrower which consists of new Equipment held for sale in the Ordinary Course of Business of the Canadian Borrower and owned or held by the Canadian Borrower for a period of six (6) months or greater, other than any Equipment that is described in any of clauses (a) through (h) of the definition of Canadian Eligible New Sale Equipment Inventory.

“Canadian Eligible Equipment” means all Canadian Eligible New Sale Equipment Inventory and Canadian Eligible Other Equipment.

“Canadian Eligible New Sale Equipment Inventory” means all Equipment that is owned by the Canadian Borrower, which consists of new Equipment held for sale in the Ordinary Course of Business of the Canadian Borrower and owned or held by the Canadian Borrower for a period of less than six (6) months, other than:

(a)Equipment that is obsolete or unsaleable;

(b)Equipment that is damaged or unfit for sale;

(c)Equipment is located at any site if the aggregate value of Inventory and Equipment included in the Canadian Borrowing Base at any such location is less than $50,000;

(d)Equipment that is placed on consignment or is leased or rented or is held for lease or rental by the Canadian Borrower to another Person or is used to service other Equipment;

(e)Equipment that (1) is not located on premises owned, leased or rented by the Canadian Borrower and set forth in Schedule 3.21 or (2) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (3) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (4) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent or (5) is located outside of Canada or one of its territories;

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(f)Equipment that is in transit, except for Equipment in transit between domestic locations of Canadian Credit Parties as to which Agent’s Liens have been perfected at origin and destination; or

(g)Equipment that is Canadian Excluded Equipment.

“Canadian Eligible Other Equipment” means all Canadian Eligible Aged Sale Equipment Inventory, Canadian Eligible Rental Equipment, Canadian Eligible Service Equipment and Canadian Eligible Used Sale Equipment.

“Canadian Eligible Rental Equipment” means all Equipment that is owned by the Canadian Borrower, which consists of Equipment rented or held for rental in the Ordinary Course of Business of the Canadian Borrower, other than:

(a)Equipment that is obsolete or not rentable;

(b)Equipment that is damaged or unfit for rental;

(c)Equipment that is held for sale or used to service other Equipment;

(d)Equipment that (1) is not located on premises owned, leased or rented by the Canadian Borrower and set forth in Schedule 3.21 or in transit to, or at the location of, a jobsite of a Person to whom such Equipment is rented in the ordinary course of business or (2) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (3) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (4) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, or (5) is located outside of Canada or one of its territories;

(e)Equipment that is subject to a rental agreement for a term of one year or longer unless the Canadian Borrower has a first priority security interest in such rental Equipment as against the creditors of the Person renting such Equipment; or

(f)Equipment that is Canadian Excluded Equipment.

“Canadian Eligible Service Equipment” means all Equipment that is owned by Canadian Borrower and is used to service other Equipment in the Ordinary Course of Business of the Canadian Borrower, other than:

(a)Equipment that is damaged or unfit for use in servicing other Equipment;

(b)Equipment that is held for sale, lease or rental or that is leased, rented or placed on consignment;

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(c)Equipment that (1) is not located on premises owned, leased or rented by the Canadian Borrower and set forth in Schedule 3.21 or (2) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (3) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (4) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (5) is at, or is in transit to, a customer in the Ordinary Course of Business in Canada or (6) is located outside of Canada or one of its territories; or

(d)Equipment that is Canadian Excluded Equipment.

“Canadian Eligible Used Sale Equipment” means all Equipment that is owned by the Canadian Borrower which consists of used Equipment held for sale in the Ordinary Course of Business of the Canadian Borrower, other than any Equipment that is described in any of clauses (a) through (h) of the definition of Canadian Eligible New Sale Equipment Inventory.

“Canadian Excluded Equipment” means any of the following Equipment of the Canadian Borrower:

(a)Equipment subject to any licensing, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party for the sale or disposition of that Equipment (which consent has not been obtained) or the payment of any monies to any third party upon such sale or other disposition (to the extent of such monies);

(b)Equipment that is not marked with, and identifiable by, serial number and/or manufacturer’s part number;

(c)Equipment that consists of display items, tooling or replacement parts;

(d)Equipment that consists of any costs associated with “freight in” charges;

(e)Equipment that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(f)Equipment that is not covered by casualty insurance reasonably acceptable to Agent;

(g)Equipment that is not owned by the Canadian Borrower or is subject to Liens other than Permitted Liens described in subsections 5.1(b), (c), (d) and (f) or rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure the Canadian Borrower’s performance with respect to that Equipment);

(h)Equipment that is subject to the rights of suppliers under Section 81.1 of the Bankruptcy and Insolvency Act (Canada) and Equipment that is not subject to a first priority Lien

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in favor of Agent on behalf of itself and the Canadian Revolving Lenders, except for Liens described in subsection 5.1(d) (subject to Reserves); or

(i)Equipment that is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except Liens in favor of Agent, on behalf of itself and the Canadian Revolving Lenders.

“Canadian Guaranty and Security Agreement” means the Security Agreement, dated as of November 14, 2011, made by the Canadian Borrower in favor of Agent, for the benefit of itself and the Canadian Revolving Lenders, as reaffirmed by the Canadian Reaffirmation Agreement, as the same may be amended, restated and/or modified from time to time.

“Canadian Liquidity Reserve” means, as of any date of determination, the sum (to the extent a positive number) of (a) the Canadian Borrowing Base at such time (without giving effect to any reduction for the Canadian Liquidity Reserve), minus (b) an amount equal to the sum of (x) (i) 85% of the book value of Canadian Eligible Accounts at such time, (ii) 50% of the book value of Canadian Eligible Inventory valued at the lower of cost or market on a first-in, first-out basis and (iii) the Net Orderly Liquidation Value of Canadian Eligible Equipment, divided by (y) 1.25.

“Canadian Obligations” means all Obligations owing by any Canadian Credit Party to Agent or any Canadian Revolving Lender.

“Canadian Pension Plans” means each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by a Credit Party for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Canadian Reaffirmation Agreement” means the Reaffirmation Agreement, dated as of the Closing Date, made by the Canadian Borrower in favor of Agent, as the same may be amended, restated and/or modified from time to time.

“Canadian Revolving Lenders” means GE Capital, the other Canadian Revolving Lenders named on the signature pages of the Agreement, and, if any such Canadian Revolving Lender shall decide to assign all or any portion of the Canadian Obligations, such term shall include any assignee of such Canadian Revolving Lender.

“Canadian Revolving Note” means a promissory note of the Canadian Borrower payable to a Canadian Revolving Lender in substantially the form of Exhibit 11.1(d) hereto, evidencing Indebtedness of the Canadian Borrower under the Canadian Revolving Loan Commitment of such Canadian Revolving Lender.

“Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Lender or of any corporation controlling a Lender.

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“Capital Call Agreement” means that certain Capital Call Agreement dated as of May 7, 2012, by and among the Agent, Essex, Holdings and the Borrowers, as reaffirmed by the Reaffirmation Agreement dated as of the Closing Date by and among the Agent, Essex, Holdings and the Borrowers.

“Capital Contribution” has the meaning ascribed to it in the Capital Call Agreement.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Capital Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guarantied or insured by the federal government of the United States or Canada or (ii) issued by any agency of the federal government of the United States or Canada the obligations of which are fully backed by the full faith and credit of the federal government of the United States or Canada, as the case may be, (b) any readily-marketable direct obligations issued by any other agency of the federal government of the United States or Canada, any state of the United States, any province of Canada, or any political subdivision of any such state or province or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States or any province of Canada, (d) any US Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof, the District of Columbia or Canada, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States or Canadian money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States or Canada, as applicable; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed 365 days.

“Chattel Paper” means any “chattel paper,” (as such term is defined in the UCC, in the case of the US Credit Parties or the PPSA, in the case of the Canadian Credit Parties), including electronic chattel paper and tangible chattel paper, now owned or hereafter acquired by any Credit Party, wherever located.

“CIPO” means the Canadian Intellectual Property Office.

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“Closing Date” means March 12, 2013.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Credit Party, who has granted a Lien to Agent, in or upon which a Lien is granted or purported to be granted or now or hereafter exists in favor of any Lender or Agent for the benefit of Agent, Lenders and other Secured Parties, whether under this Agreement or under any other documents executed by any such Persons and delivered to Agent.

“Collateral Documents” means, collectively, the Guaranty and Security Agreement, the Canadian Guaranty and Security Agreement, the Reaffirmation Agreement, the Canadian Reaffirmation Agreement, the Mortgages, each Control Agreement, the Intercompany Notes, and all other security agreements, pledge agreements, patent, copyright and trademark security agreements, lease assignments, guaranties and other similar agreements, and all amendments, restatements, modifications or supplements thereof or thereto, by or between any one or more of any Credit Party, and any Lender or Agent for the benefit of Agent, the Lenders and other Secured Parties now or hereafter delivered to the Lenders or Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC, PPSA or comparable law) against any such Person as debtor in favor of any Lender or Agent for the benefit of Agent, the Lenders and the other Secured Parties, as secured party, as any of the foregoing may be amended, restated and/or modified from time to time.

“Commitment” means, for each Lender, the sum of its Revolving Loan Commitment, Canadian Revolving Loan Commitment and Term Loan Commitment.

“Competitor” means a distributor or renter of mobile cranes (including but not limited to boom trucks, truck mounted cranes and crawler cranes), tower cranes and/or other lifting equipment including forklifts and aerial work platforms, used in industrial or commercial heavy construction. In addition, a Competitor shall include any distributor of Manitowoc Crane Group products in the prior five years.

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) under any Rate Contracts; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for the obligations of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another Person. The amount of any

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Contingent Obligation shall be equal to the amount of the obligation so guarantied or otherwise supported or, if not a fixed and determined amount, the maximum amount so guarantied or supported.

“Contractual Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound or to which any of its Property is subject.

“Control Agreement” means, with respect to any deposit account, securities account, commodity account, futures account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to Agent, among Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Credit Party maintaining such account, effective to grant “control” (within the meaning of the PPSA, in the case of the Canadian Credit Parties, or Articles 8 and 9 under the applicable UCC, in the case of the US Credit Parties) over such account to Agent.

“Conversion Date” means any date on which the (a) US Borrower converts a Base Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan or (b) Canadian Borrower converts a Base Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“CRA” means the Canada Revenue Agency.

“Credit Card Purchases Funding Account” means the US Borrower’s credit card purchases funding account, account number 4122105471, located at Wells Fargo Bank, National Association.

“Credit Facilities” means the US Revolving Credit Facility and the Canadian Revolving Credit Facility.

“Credit Parties” means Holdings, the US Borrower, the Canadian Borrower and each other Person (i) which executes a guaranty of the Obligations, (ii) which grants a Lien on all or substantially all of its assets to secure payment of the Obligations and (iii) all of the Stock of which is pledged to Agent for the benefit of the Secured Parties.

“Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

“Design License” means rights under any written agreement now owned or hereafter acquired by any Credit Party granting any right to use any Design.

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“Designs” means all of the following now owned or hereafter acquired by any Credit Party: (a) all industrial designs and intangibles of like nature (whether registered or unregistered), now owned or existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the Canadian Industrial Design Office or in any similar office or agency in any other country or any political subdivision thereof, and (b) all reissues, extensions or renewals thereof.

“Disposition” means (a) the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under subsections 5.2(a), 5.2(c) and 5.2(d), and (b) the sale or transfer by any Borrower or any Subsidiary of such Borrower of any Stock or Stock Equivalent issued by such Subsidiary of such Borrower and held by such transferor Person.

“DLL” means De Lage Landon Financial Services, Inc.

“DLL Facility” means that certain Agreement for Inventory Financing, dated June 25, 2009, entered into among the US Borrower, as borrower, and DLL, as lender, as amended, amended and restated, supplemented or otherwise modified from time to time to the extent permitted hereunder.

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

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service acceptable to Agent.

“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the workplace, the environment and natural resources, and including public notification requirements and environmental transfer of ownership, notification or approval statutes.

“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies, including the cost of environmental consultants and Attorney’s Costs) that may be imposed on, incurred by or asserted against any Credit Party or any Subsidiary of any Credit Party as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Credit Party or any Subsidiary of any Credit Party, whether on, prior or after the date hereof.

“Equipment” means all “equipment,” as such term is defined in the UCC, in the case of the US Credit Parties or the PPSA, in the case of the Canadian Credit Parties, now owned or hereafter acquired by any Credit Party, wherever located.

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“Equivalent Amount” means, on any date of determination, with respect to obligations or valuations denominated in one currency (the “first currency”), the amount of another currency (the “second currency”) which would result from Agent converting the first currency into the second currency at approximately 12:00 noon (New York time) on such day in accordance with Agent’s customary practice for commercial loans being administered by it or at such other rate as may have been agreed in writing among the US Borrower and Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, collectively, any Credit Party and any Person under common control or treated as a single employer with, any Credit Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan; (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan; (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due; (h) the imposition of a lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate; (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder; (j) a Title IV plan is in “at risk” status within the meaning of Code Section 430(i); (k) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code; and (l) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

“Essex” means Essex Rental Corp., a Delaware corporation.

“Essex Capital Contribution” has the meaning ascribed to it in the Capital Call Agreement.

“Event of Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property; (b) any pending or threatened institution of any proceedings for the condemnation or seizure of such Property or for the exercise of any right of eminent domain; or (c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

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“Excluded Tax” means with respect to any Secured Party (a) taxes measured by net income (including branch profit taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document); (b) withholding taxes to the extent that the obligation to withhold amounts existed on the date that such Person became a “Secured Party” under this Agreement in the capacity under which such Person makes a claim under Section 10.1(b) or designates a new Lending Office, except in each case to the extent such Person is a direct or indirect assignee (other than pursuant to Section 9.22) of any other Secured Party that was entitled, at the time the assignment to such Person became effective, to receive additional amounts under Section 10.1(b); (c) taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to Section 10.1(f), and (d) in the case of a Non-U.S Lender Party, any United States federal withholding taxes imposed on amounts payable to such Non-U.S. Lender Party as a result of such Non-U.S. Lender Party’s failure to comply with FATCA to establish a complete exemption from withholding thereunder.

“E-Fax” means any system used to receive or transmit faxes electronically.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system approved by Agent, including Intralinks® and ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“FATCA” means sections 1471, 1472, 1473 and 1474 of the Code, the United States Treasury Regulations promulgated thereunder and published guidance with respect thereto.

“Federal Flood Insurance” means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers as determined by Agent in a commercially reasonable manner.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

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“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

“Final Availability Date” means the earlier of the Revolving Termination Date and one (1) Business Day prior to the date specified in clause (a) of the definition of Revolving Termination Date.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

“First Tier Foreign Subsidiary” means a Foreign Subsidiary held directly by a US Credit Party or indirectly by a Credit Party through one or more Domestic Subsidiaries.

“Fiscal Quarter” means any of the quarterly accounting periods of the Credit Parties, ending on March 31, June 30, September 30 and December 31 of each year.

“Fiscal Year” means any of the annual accounting periods of the Credit Parties ending on December 31 of each year.

“Flood Insurance” means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be in an amount equal to the full, unpaid balance of the Loans and any prior liens on the Real Estate up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Agent, with deductibles not to exceed $50,000.

”Foreign Subsidiary” means, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and authority within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject to Section 11.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the financial statements described in subsection 3.11(b).

“Governmental Authority” means any nation, sovereign or government, any state, provincial or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners and the Insurance Bureau of Canada).

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“Guaranty and Security Agreement” means that certain Amended and Restated Guaranty and Security Agreement, dated as of November 14, 2011, made by the Credit Parties in favor of Agent, for the benefit of the Secured Parties, as reaffirmed by the Reaffirmation Agreement, as the same may be amended, restated and/or modified from time to time.

“Hazardous Materials” means any substance, material or waste that is regulated or otherwise gives rise to liability under any Environmental Law, including but not limited to any “Hazardous Waste” as defined by the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. § 6901 et seq. (1976)), any “Hazardous Substance” as defined under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) (42 U.S.C. §9601 et seq. (1980)), any contaminant, pollutant, petroleum or any fraction thereof, asbestos, asbestos containing material, polychlorinated biphenyls, mold, and radioactive substances or any other substance that is toxic, ignitable, reactive, corrosive, caustic, or dangerous.

“Hedging Agreements-Other” has the meaning set forth in the Purchase Agreement.

“Impacted Lender” means any Lender that fails to provide Agent, within three (3) Business Days following Agent’s written request, satisfactory assurance (in the form of a written certificate) that such Lender will not become a Non-Funding Lender, or any Lender that has a Person that directly or indirectly controls such Lender and such Person (a) becomes subject to a voluntary or involuntary case under any Insolvency Law or any similar bankruptcy laws, (b) has appointed a custodian, conservator, receiver or similar official for such Person or any substantial part of such Person’s assets, or (c) makes a general assignment for the benefit of creditors, is liquidated, or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for each of clauses (a) through (c), Agent has determined that such Lender is reasonably likely to become a Non-Funding Lender. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate.

“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services (other than trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the

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final scheduled payment date for the Revolving Loan, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness referred to in clauses (a) through (h) above 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 Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations described in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above.

“Insolvency Laws” means any of the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction, including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under any Insolvency Law or United States or Canadian federal, state, provincial or foreign law.

“Instruments” means all “instruments,” (as such term is defined in the UCC, in the case of the US Credit Parties or the PPSA, in the case of the Canadian Credit Parties), now owned or hereafter acquired by any Credit Party, wherever located, and, in any event, including all certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets, IP Licenses and Designs.

“Interest Payment Date” means, (a) with respect to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan, and (b) with respect to Base Rate Loans (including Swing Loans), the first day of each calendar month.

“Interest Period” means, with respect to any LIBOR Rate Loan, the period commencing on the Business Day such Revolving Loan is disbursed or continued or on the Conversion Date on which a Base Rate Loan is converted to the LIBOR Rate Loan and ending on the date one, two or three months thereafter, as selected by the relevant Borrower in its Notice of Borrowing or Notice of Conversion/Continuation of Loans; provided that:

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(a)if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(b)any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)no Interest Period for any Revolving Loan shall extend beyond the Revolving Termination Date.

“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to internet domain names.

“Inventory” means all of the “inventory” (as such term is defined in the UCC, in the case of the US Credit Parties or the PPSA, in the case of the Canadian Credit Parties) of the Credit Parties, including, but not limited to, all merchandise, raw materials, parts, supplies, work-in-process and finished goods intended for sale, together with all the containers, packing, packaging, shipping and similar materials related thereto, and including such inventory as is temporarily out of a Credit Party’s custody or possession, including inventory on the premises of others and items in transit.

“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Design Licenses and Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing. The terms “Issued” and “Issuance” have correlative meanings.

“ITA” means the Income Tax Act (Canada).

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“L/C Issuer” means any Lender or an Affiliate thereof or a bank or other legally authorized Person, in each case, reasonably acceptable to Agent, in such Person’s capacity as an issuer of Letters of Credit hereunder.

“L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of the US Borrower to the L/C Issuer thereof or to Agent, as and when matured, to pay all amounts drawn under such Letter of Credit.

“Lenders” means the Term Lenders, the US Revolving Lenders and the Canadian Revolving Lenders, collectively.

“Lending Office” means, with respect to any Lender, the office or offices of such Lender specified as its “Lending Office” beneath its name on the applicable signature page hereto, or such other office or offices of such Lender as it may from time to time notify the Borrowers and Agent.

“Letter of Credit” means documentary or standby letters of credit Issued for the account of the US Borrower by L/C Issuers, and bankers’ acceptances issued by the US Borrower, for which Agent and Lenders have incurred Letter of Credit Obligations.

“Letter of Credit Obligations” means all outstanding obligations incurred by Agent and Lenders at the request of the US Borrower, whether direct or indirect, contingent or otherwise, due or not due, in connection with the Issuance of Letters of Credit by L/C Issuers or the purchase of a participation as set forth in subsection 1.1(c) with respect to any Letter of Credit. The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable by Agent and Lenders thereupon or pursuant thereto.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereof and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“LIBOR” means, for each Interest Period, the highest of (a) one and one-half percent (1.50%) per annum, (b) the offered rate per annum for deposits of US Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR 01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period and (c) the offered rate per annum for deposits of US Dollars for an Interest Period of three (3) months that appears on Reuters Screen LIBOR 01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day of the applicable Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by Agent at which deposits of US Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period by major financial institutions reasonably satisfactory to Agent in the London interbank market for such Interest Period for the applicable principal amount on such date of determination.

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“LIBOR Rate Loan” means a Loan that bears interest based on LIBOR.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Loan Documents” means this Agreement, the Notes, the Fee Letter, the Collateral Documents, the Master Agreement for Standby Letters of Credit, the Master Agreement for Documentary Letters of Credit, the Capital Call Agreement and all documents delivered to Agent and/or any Lender in connection with any of the foregoing.

“Loans” means the Term Loan, the US Revolving Loans, the Canadian Revolving Loans and the Swing Loans.

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, Properties, condition (financial or otherwise) or prospects of the Credit Parties and their Subsidiaries taken as a whole; (b) a material impairment of the ability of any Credit Party, any Subsidiary of any Credit Party or any other Person (other than Agent or Lenders) to perform in any material respect its obligations under any Loan Document; or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability of any Loan Document, or (ii) the perfection or priority of any Lien granted to the Lenders or to Agent for the benefit of the Secured Parties under any of the Collateral Documents. Without limiting the generality of the foregoing, any event or occurrence which results or would reasonably be expected to result in Liabilities to the Credit Parties in excess of $1,000,000 individually or in the aggregate shall be deemed to have a Material Adverse Effect.

“Material Environmental Liabilities” means Environmental Liabilities exceeding $250,000 in the aggregate.

“Mortgage” means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt or other document creating a Lien on Real Estate or any interest in Real Estate.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood

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insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a federal insurance program.

“Net Orderly Liquidation Value” means the cash proceeds of Inventory and/or Equipment, as applicable, which could be obtained in an orderly liquidation (net of all liquidation expenses, costs of sale, operating expenses and retrieval and related costs), as determined pursuant to the most recent third-party appraisal of such Inventory and/or Equipment delivered to Agent by an appraiser reasonably acceptable to Agent; provided, that if (i) any Inventory and/or Equipment is not subject to a recent third-party appraisal, the “Net Orderly Liquidation Value” shall be determined by Agent in its sole discretion by taking into consideration the Net Orderly Liquidation Value set forth in the most recently delivered third-party appraisal and (ii) any new Inventory and/or Equipment is not of a type subject to the most recent third-party appraisal delivered to the Agent, then to the extent an appraiser reasonably acceptable to Agent delivers to Agent an appraisal letter with respect to such Inventory and/or Equipment, the “Net Orderly Liquidation Value” of such new Inventory and/or Equipment shall be determined by such appraisal and shall not be determined under the foregoing clause (i).

“Net Proceeds” means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received by the Person making a Disposition, as well as insurance proceeds and condemnation and similar awards received on account of an Event of Loss, net of: (a) in the event of a Disposition (i) the direct costs relating to such Disposition excluding amounts payable to any Borrower or any Affiliate of any Borrower, (ii) sale, use or other transaction taxes paid or payable as a result thereof, and (iii) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured by a Lien on the asset which is the subject of such Disposition and (b) in the event of an Event of Loss, (i) so long as no Default or Event of Default has occurred and is continuing, all money actually applied to repair or reconstruct the damaged Property or Property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and (iii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments.

“Non-Funding Lender” means any Lender that has (a) failed to fund any payments required to be made by it under the Loan Documents within two (2) Business Days after any such payment is due (excluding expense and similar reimbursements that are subject to good faith disputes), (b) given written notice (and Agent has not received a revocation in writing), to any Borrower, Agent, any Lender, or the L/C Issuer or has otherwise publicly announced (and Agent has not received notice of a public retraction) that such Lender believes it will fail to fund payments or purchases of participations required to be funded by it under the Loan Documents or one or more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or reimbursement obligations under one or more other syndicated credit facilities, unless subject to a good faith dispute, or (d) any Lender that has (i) become subject to a voluntary or involuntary case under the Insolvency Law or any similar bankruptcy laws, (ii) a custodian, conservator, receiver or similar official appointed for it or any substantial part of such Person’s assets, or (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, or

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determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for this clause (d), Agent has determined that such Lender is reasonably likely to fail to fund any payments required to be made by it under the Loan Documents.

“Non-U.S. Lender Party” means each of Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is not a United States person as defined in Section 7701(a)(30) of the Code.

“Note” means any US Revolving Note, Canadian Revolving Note, Term Note or Swingline Note and “Notes” means all such Notes.

“Notice of Borrowing” means a notice given by either Borrower to Agent pursuant to Section 1.5, in substantially the form of Exhibit 11.1(c) hereto.

“Obligations” means all Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by any Credit Party to any Lender, Agent, any L/C Issuer, any Secured Swap Provider or any other Person required to be indemnified, that arises under any Loan Document, any Bank Product or any Secured Rate Contract, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired.

“Old Coast Crane” means Coast Crane Company, a Delaware corporation and debtor in Chapter 11 Case No. 10-21229 in the United States Bankruptcy Court for the Western District of Washington at Seattle.

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation and any shareholder rights agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of election or duties of the officers, directors, managers or other similar persons, or the designation, amount or relative rights, limitations and preference of the Stock of a Person.

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56.

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“PBGC” means the United States Pension Benefit Guaranty Corporation or any successor thereto.

“Performance Reserve” means a reserve against the US Borrowing Base and the Aggregate Revolving Loan Commitment in an aggregate amount equal to $3,700,000 as of any date of determination.

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Permitted Acquisition” means any Acquisition by (i) a US Credit Party (other than Holdings) of substantially all of the assets of a Target, which assets are located in the United States or (ii) a Credit Party (other than Holdings) of 100% of the Stock and Stock Equivalents of a Target organized under the laws of any State in the United States or the District of Columbia, in each case, to the extent that each of the following conditions shall have been satisfied:

(a)to the extent the Acquisition will be financed in whole or in part with the proceeds of any Loan, the conditions set forth in Section 2.2 shall have been satisfied;

(b)the US Borrower shall have notified Agent and Lenders of such proposed Acquisition at least thirty (30) days prior to the consummation thereof and furnished to Agent and Lenders at least fifteen (15) days prior to the consummation thereof (1) an executed term sheet and/or letter of intent (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of Agent, such other information and documents that Agent may request, including, without limitation, executed counterparts of the respective agreements, documents or instruments pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, (2) pro forma financial statements of Holdings and its Subsidiaries after giving effect to the consummation of such Acquisition, and (3) copies of such other agreements, instruments and other documents as Agent reasonably shall request;

(c)the Borrowers and each of their Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Section 4.13 and Agent shall have received, for the benefit of the Secured Parties, a collateral assignment of the seller’s representations, warranties and indemnities to any Borrower or any of its Subsidiaries under the acquisition documents;

(d)such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Target;

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(e)no Default or Event of Default shall then exist or would exist after giving effect thereto;

(f)the average daily Availability shall be not less than $10,000,000 for the ninety (90) day period preceding such Acquisition and, on a pro forma basis, for the ninety (90) day period after giving effect to such Acquisition; and

(g)the total consideration paid or payable (including without limitation, all transaction costs, assumed Indebtedness and Liabilities incurred, assumed or reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments) for all Acquisitions consummated during the term of this Agreement shall not exceed $10,000,000 in the aggregate for all such Acquisitions.

Notwithstanding the foregoing, no Accounts or Inventory or Equipment acquired by a Credit Party in a Permitted Acquisition shall be included as US Eligible Accounts, US Eligible Inventory, US Eligible Equipment, Canadian Eligible Accounts, Canadian Eligible Inventory or Canadian Eligible Equipment, as applicable, until a field examination (and, if required by Agent, an Inventory or Equipment appraisal) with respect thereto has been completed to the satisfaction of Agent, including the establishment of Reserves required in Agent’s Permitted Discretion; provided that field examinations and appraisals in connection with Permitted Acquisitions shall not count against the limited number of field examinations or appraisals for which expense reimbursement may be sought.

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Refinancing” means Indebtedness constituting a refinancing or extension of Indebtedness permitted under subsection 5.5(c) or 5.5(d) that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness being refinanced or extended, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or extended, (e) the obligors of which are the same as the obligors of the Indebtedness being refinanced or extended and (f) is otherwise on terms no less favorable to the Credit Parties and their Subsidiaries, taken as a whole, than those of the Indebtedness being refinanced or extended.

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“PPSA” means the Personal Property Security Act (British Columbia) and the Regulations thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than British Columbia, PPSA shall mean those personal property security

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laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions (including the Civil Code of Quebec).

“Prior Claims” means all Liens created by applicable law (in contrast with Liens voluntarily granted) which rank or are capable of ranking prior or pari passu with Agent’s security interests (or interests similar thereto under applicable law) against all or part of the Collateral, including, without limitation, for amounts owing for employee source deductions, vacation pay, goods and services taxes, sales taxes, harmonized sales taxes, workers’ compensation, Quebec corporate taxes, pension fund obligations and deficits, Wage Earner Protection Program Act (Canada) obligations and overdue rents.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Purchase Agreement” means that certain Asset Purchase Agreement, dated as of November 1, 2010, between US Borrower and Old Coast Crane, as may be amended, restated, supplemented or otherwise modified from time to time with the consent of Agent and the Lenders.

“Rate Contracts” means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates.

“Reaffirmation Agreement” means that certain Reaffirmation Agreement, dated as of the Closing Date, made by the Credit Parties in favor of Agent, as the same may be amended, restated and/or modified from time to time.

“Real Estate” means any real property owned, leased, subleased or otherwise operated or occupied by any Credit Party or any Subsidiary of any Credit Party.

“Related Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents of or to such Person or any of its Affiliates.

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

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“Required Lenders” means at any time (a) Lenders then holding more than fifty percent (50%) of the sum of the Aggregate Revolving Loan Commitment then in effect plus the aggregate unpaid principal balance of the Term Loan then outstanding, or (b) if the Aggregate Revolving Loan Commitments have terminated, Lenders then holding more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of the Loans (other than Swing Loans) then outstanding, outstanding Letter of Credit Obligations, amounts of participations in Swing Loans and the principal amount of unparticipated portions of Swing Loans; provided, that if there are only two Lenders holding one hundred percent (100%) of the Aggregate Revolving Loan Commitment then in effect plus the aggregate unpaid principal balance of the Term Loan then outstanding, “Required Lenders” mean Lenders then holding 100% of the Aggregate Revolving Loan Commitment then in effect plus the aggregate unpaid principal balance of the Term Loan then outstanding.

“Requirement of Law” means, with respect to any Person, the common law and any federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Reserves” means, (a) with respect to the US Borrowing Base (1) reserves established by Agent from time to time against US Eligible Accounts pursuant to Section 1.13(a) and US Eligible Inventory pursuant to Section 1.14(a) and US Eligible Equipment pursuant to Section 1.15(a), and (2) such other reserves against US Eligible Accounts, US Eligible Inventory (including reserves for any costs associated with “freight in” charges) or US Eligible Equipment that Agent may, in its Permitted Discretion, establish from time to time, (b) with respect to the Canadian Borrowing Base (1) reserves established by Agent from time to time against Canadian Eligible Accounts pursuant to Section 1.13(b) and Canadian Eligible Inventory pursuant to Section 1.14(b) and Canadian Eligible Equipment pursuant to Section 1.15(b), and (2) such other reserves against Canadian Eligible Accounts, Canadian Eligible Inventory (including reserves for any costs associated with “freight in” charges) or Canadian Eligible Equipment that Agent may, in its Permitted Discretion, establish from time to time including, reserves for Prior Claims and (c) reserves established by Agent from time to time against Availability that Agent may, in its Permitted Discretion, establish from time to time. Without limiting the generality of the foregoing, Reserves established to ensure the payment of accrued or future interest expenses or Indebtedness or the payment of unpaid or future rent or other charges and liabilities shall be deemed to be an exercise of the Agent’s Permitted Discretion.

“Responsible Officer” means the chief executive officer or the president of Holdings or either Borrower, as the case may be, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the chief financial officer or the treasurer of Holdings or either Borrower, as the case may be, or any other officer having substantially the same authority and responsibility.

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“Revolving Lender” means each Lender with a Revolving Loan Commitment or Canadian Revolving Loan Commitment (or if the Revolving Loan Commitments have terminated, who hold US Revolving Loans or participations in Swing Loans or if the Canadian Revolving Loan Commitments have terminated, who hold Canadian Revolving Loans).

“Revolving Loan” means the US Revolving Loans and the Canadian Revolving Loans.

“Revolving Termination Date” means the earlier to occur of: (a) March 12, 2017; and (b) the date on which the Aggregate Revolving Loan Commitment and Aggregate Canadian Revolving Loan Commitment shall terminate in accordance with the provisions of this Agreement.

“Secured Party” means Agent, each Lender, each L/C Issuer, each other Indemnitee and each other holder of any Obligation of a Credit Party including, with respect to the US Obligations only, each Secured Swap Provider and each provider of a Bank Product.

“Secured Rate Contract” means any Rate Contract between the US Borrower and the counterparty thereto, which (a) has been provided or arranged by GE Capital or an Affiliate of GE Capital, or (b) Agent has acknowledged in writing constitutes a “Secured Rate Contract” hereunder.

“Secured Swap Provider” means (i) a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Rate Contract) who has entered into a Secured Rate Contract with the US Borrower, or (ii) a Person with whom the US Borrower has entered into a Secured Rate Contract provided or arranged by GE Capital or an Affiliate of GE Capital, and any assignee thereof.

“Software” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to Agent.

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“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subordinated Indebtedness” means Indebtedness of any Credit Party or any Subsidiary of any Credit Party which is subordinated to the Obligations as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to Agent.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

“Swingline Commitment” means $7,500,000.

“Swingline Lender” means, each in its capacity as Swingline Lender hereunder, GE Capital or, upon the resignation of GE Capital as Agent hereunder, any Lender (or Affiliate or Approved Fund of any Lender) that agrees, with the approval of Agent (or, if there is no such successor Agent, the Required Lenders) and the US Borrower, to act as the Swingline Lender hereunder.

“Swingline Note” means a promissory note of the US Borrower payable to the Swingline Lender, in substantially the form of Exhibit 11.1(f) hereto, evidencing the Indebtedness of the US Borrower to the Swingline Lender resulting from the Swing Loans made to the US Borrower by the Swingline Lender.

“Target” means any Person or business unit or asset group of any Person acquired or proposed to be acquired in an Acquisition.

“Tax Affiliate” means, (a) the Borrowers and each their Subsidiaries and (b) any Affiliate of any Borrower with which such Borrower files or is required to file tax returns on a consolidated, combined, unitary or similar group basis.

“Term Note” means a promissory note of the US Borrower payable to a Term Lender in substantially the form of Exhibit 11.1(g) hereto, evidencing Indebtedness of the US Borrower under the Term Loan Commitment of such Term Lender.

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“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect from time to time in the State of New York.

“United States” and “U.S.” each means the United States of America.

“US Borrowing Base” means, as of any date of determination by Agent, from time to time, an amount equal to the sum at such time of:

(a)85% of the book value of US Eligible Accounts at such time;

(b)the lesser of (i) 50% of the net book value of US Eligible Inventory valued at the lower of cost or market on a first-in, first-out basis, and (ii) $5,000,000;

(c)the lesser of (i) 95% of the lesser of (x) the Net Orderly Liquidation Value and (y) the invoice cost, of US Eligible New Sale Equipment Inventory and (ii) $15,000,000; and

(d)85% of the Net Orderly Liquidation Value of US Eligible Other Equipment;

less the sum of Reserves established by Agent at such time in its Permitted Discretion plus the US Liquidity Reserve and the Performance Reserve;

less the outstanding principal balance of the Term Loan.

“US Commitment Percentage” means, as to any Lender, the percentage equivalent of such Lender’s Revolving Loan Commitment or Term Loan Commitment, divided by the Aggregate Revolving Loan Commitment or Aggregate Term Loan Commitment, as applicable; provided that after the Term Loanhas been funded, Commitment Percentages shall be determined for the Term Loan by reference to the outstanding principal balance thereof as of any date of determination rather than the Commitments therefor; provided, further, that following acceleration of the Loans, such term means, as to any Lender, the percentage equivalent of the principal amount of the Loans held by such Lender, divided by the aggregate principal amount of the Loans held by all Lenders.

“US Credit Party” means each Credit Party which is not a Canadian Credit Party.

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“US Dollar Equivalent” means the amount in US Dollars for any amount denominated in US Dollars and the Equivalent Amount in US Dollars of any amount denominated in any other currency.

“US Dollars”, “dollars” and “$” each mean lawful money of the United States of America.

“US Eligible Aged Sale Equipment Inventory” means all Equipment that is owned by the US Borrower which consists of new Equipment held for sale in the Ordinary Course of Business of the US Borrower and owned or held by the US Borrower for a period of six (6) months or greater, other than any Equipment that is described in any of clauses (a) through (h) of the definition of US Eligible New Sale Equipment Inventory.

“US Eligible Equipment” means all US Eligible New Sale Equipment Inventory and US Eligible Other Equipment.

“US Eligible New Sale Equipment Inventory” means all Equipment that is owned by the US Borrower, which consists of new Equipment held for sale in the Ordinary Course of Business of the US Borrower and owned or held by the US Borrower for a period of less than six (6) months, other than:

(a)Equipment that is obsolete or unsaleable;

(b)Equipment that is damaged or unfit for sale;

(c)Equipment is located at any site if the aggregate value of Inventory and Equipment included in the US Borrowing Base at any such location is less than $50,000;

(d)Equipment that is placed on consignment or is leased or rented or is held for lease or rental by the US Borrower to another Person or is used to service other Equipment;

(e)Equipment that (1) is not located on premises owned, leased or rented by the US Borrower and set forth in Schedule 3.21 or (2) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (3) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (4) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent or (5) is located outside of the United States or one of its territories unless such Equipment is located in Canada and the Agent’s Liens have been perfected under Canadian Requirements of Law;

(f)Equipment that is in transit, except for Equipment in transit between domestic locations of US Credit Parties or between domestic locations of US Credit Parties and Canadian Credit Parties, in each case, as to which Agent’s Liens have been perfected at origin and destination; or

(g)Equipment that is US Excluded Equipment.

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“US Eligible Other Equipment” means all US Eligible Aged Sale Equipment Inventory, US Eligible Rental Equipment, US Eligible Service Equipment and US Eligible Used Sale Equipment.

“US Eligible Rental Equipment” means all Equipment that is owned by the US Borrower, which consists of Equipment rented or held for rental in the Ordinary Course of Business of the US Borrower, other than:

(a)Equipment that is obsolete or not rentable;

(b)Equipment that is damaged or unfit for rental;

(c)Equipment that is held for sale or used to service other Equipment;

(d)Equipment that (1) is not located on premises owned, leased or rented by the US Borrower and set forth in Schedule 3.21 or in transit to, or at the location of, a jobsite of a Person to whom such Equipment is rented in the ordinary course of business or (2) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (3) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (4) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, or (5) is located outside of the United States or one of its territories unless such Equipment is located in Canada and the Agent’s Liens have been perfected under Canadian Requirements of Law; or

(e)Equipment that is US Excluded Equipment.

“US Eligible Service Equipment” means all Equipment that is owned by US Borrower and is used to service other Equipment in the Ordinary Course of Business of the US Borrower, other than:

(a)Equipment that is damaged or unfit for use in servicing other Equipment;

(b)Equipment that is held for sale, lease or rental or that is leased, rented or placed on consignment;

(c)Equipment that (1) is not located on premises owned, leased or rented by the US Borrower and set forth in Schedule 3.21 or (2) is stored at a leased or rented location, unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent, or (y) Reserves satisfactory to Agent have been established with respect thereto, (3) is stored with a bailee or warehouseman unless (x) a reasonably satisfactory, acknowledged bailee letter has been received by Agent with respect thereto and (y) Reserves satisfactory to Agent have been established with respect thereto, (4) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (5) is at, or is in transit to, a customer in the Ordinary Course of Business in the United States or (6) is located outside

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of the United States or one of its territories unless such Equipment is located in Canada and the Agent’s Liens have been perfected under Canadian Requirements of Law; or

(d)Equipment that is US Excluded Equipment.

“US Eligible Used Sale Equipment” means all Equipment that is owned by the US Borrower which consists of used Equipment held for sale in the Ordinary Course of Business of the US Borrower, other than any Equipment that is described in any of clauses (a) through (h) of the definition of US Eligible New Sale Equipment Inventory.

“US Excluded Equipment” means any of the following Equipment of the US Borrower:

(a)Equipment subject to any licensing, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party for the sale or disposition of that Equipment (which consent has not been obtained) or the payment of any monies to any third party upon such sale or other disposition (to the extent of such monies);

(b)Equipment that is not marked with, and identifiable by, serial number and/or manufacturer’s part number;

(c)Equipment that consists of display items, tooling or replacement parts;

(d)Equipment that consists of any costs associated with “freight in” charges;

(e)Equipment that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(f)Equipment that is not covered by casualty insurance reasonably acceptable to Agent;

(g)Equipment that is not owned by the US Borrower or is subject to Liens other than Permitted Liens described in subsections 5.1(b), (c), (d) and (f) or rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure the US Borrower’s performance with respect to that Equipment);

(h)Equipment that is not subject to a first priority Lien in favor of Agent on behalf of itself and the Secured Parties, except for Liens described in subsection 5.1(d) (subject to Reserves); or

(i)Equipment that is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except Liens in favor of Agent, on behalf of itself and the Secured Parties.

“U.S. Lender Party” means each of Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is a United States person as defined in Section 7701(a)(30) of the Code.

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“US Liquidity Reserve” means, as of any date of determination, the sum (to the extent a positive number) of (a) the US Borrowing Base at such time (without giving effect to any reduction for the US Liquidity Reserve), minus (b) an amount equal to the sum of (x) (i) 85% of the book value of US Eligible Accounts at such time, (ii) 50% of the book value of US Eligible Inventory valued at the lower of cost or market on a first-in, first-out basis and (iii) the Net Orderly Liquidation Value of US Eligible Equipment, divided by (y) 1.25.

“US Obligations” means all Obligations owing by any US Credit Party to Agent or any Secured Party.

“US Revolving Lender” means GE Capital, the other US Revolving Lenders named on the signature pages of the Agreement, and, if any such US Revolving Lender shall decide to assign all or any portion of the US Obligations, such term shall include any assignee of such US Revolving Lender.

“US Revolving Note” means a promissory note of the US Borrower payable to a US Revolving Lender in substantially the form of Exhibit 11.1(e) hereto, evidencing Indebtedness of the US Borrower under the Revolving Loan Commitment of such US Revolving Lender.

“Vehicles” means (i) with respect to all vehicles located in the United States or owned by the US Borrower, all vehicles covered by a certificate of title law of any state and (ii) with respect to vehicles located in the province of Ontario or owned by the Canadian Borrower, “motor vehicles” as defined in the Regulations to the PPSA of Ontario.

“Wholly-Owned Subsidiary” of a Person means any Subsidiary of such Person, all of the Stock and Stock Equivalents of which (other than directors’ qualifying shares required by law) are owned by such Person, either directly or through one or more Wholly-Owned Subsidiaries of such Person.

11.2Other Interpretive Provisions.

(a)Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not otherwise defined herein and that are defined in the UCC, in the case of the US Credit Parties, or the PPSA, in the case of the Canadian Credit Parties, shall have the meanings therein described.

(b)The Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are to this Agreement or such other Loan Documents unless otherwise specified.

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(c)Certain Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The term “including” is not limiting and means “including without limitation.”

(d)Performance; Time. Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement or any other Loan Document refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

(e)Contracts. Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

(f)Laws. References to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference and are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

11.3Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article V or VI unless the Borrowers, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent.

11.4Payments. Agent may set up standards and procedures to determine or redetermine the equivalent in US Dollars of any amount expressed in any currency other than US Dollars and

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otherwise may, but shall not be obligated to, rely on any determination made by any Credit Party or any L/C Issuer. Any such determination or redetermination by Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or any Credit Party and no other currency conversion shall change or release any obligation of any Credit Party or of any Secured Party (other than Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted.

Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

[Signature Pages Follow.]

142

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

COAST CRANE COMPANY

By: /s/ Martin A. Kroll
Name: Martin A. Kroll
Title: Secretary & Treasurer
FEIN: 27-3786385

Address for notices:
c/o Essex Rental Corp. 1110 Lake Cook Road
Buffalo Grove, IL 60089
Attn: Martin A. Kroll
Facsimile: (847) 215-6535

Address for wire transfers:
Wells Fargo Bank, N.A.
200 Public Square, Suite 3200
Cleveland, Ohio 44114
Acct Name: CC Bidding Operating
Acct #: 4122104052
ABA 121000248
SWIFT: WFBIUS6S

COAST CRANE LTD.

By: /s/ Martin A. Kroll
Name: Martin A. Kroll
Title: Secretary & Treasurer
FEIN: 27-3786385

Address for notices:
c/o Essex Rental Corp.
1110 Lake Cook Road
Buffalo Grove, IL 60089
Attn: Martin A. Kroll
Facsimile: (847) 215-6535

Address for wire transfers:

Wells Fargo Bank, N.A.
200 Public Square, Suite 3200
Cleveland, Ohio 44114
Acct Name: CC Bidding Operating
Acct #: 4122104052

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

ABA 121000248
SWIFT: WFBIUS6S

CC ACQUISITION HOLDING CORP.

By: /s/ Martin A. Kroll
Name: Martin A. Kroll
Title: Secretary & Treasurer
FEIN: 27-3970342

Address for notices:
c/o Essex Rental Corp.
1110 Lake Cook Road
Buffalo Grove, IL 60089
Attn: Martin A. Kroll
Facsimile: (847) 215-6535

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent, Swingline Lender and as a Term Lender, US Revolving Lender and Canadian Revolving Lender

By: /s/ Joseph Tunney
Name: Joseph Tunney
Title: Duly Authorized Signatory

Address for Notices:

General Electric Capital Corporation
201 Merritt 7
Norwalk, CT 06851
Attn: Account Manager/Coast Crane
Facsimile: (513) 770-5460

With a copy to:

General Electric Capital Corporation
10 Riverview Drive
Danbury, CT 06810
Attn: General Counsel
Facsimile: (203) 749-4562

And

General Electric Capital Corporation 401 Merritt 7
Norwalk, CT 06851
Attn: Theodore Francis
Facsimile: (855) 434-1043

Address for payments:
ABA No. 021-001-033
Account Number 50279513
Deutsche Bank Trust Company Americas
New York, New York
Account Name: GECC CFS CIF
COLLECTION
Reference: CFK1470/Coast Crane

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

PNC BANK, NATIONAL ASSOCIATIONas a Term Lender, US Revolving Lender and Canadian Revolving Lender

By: /s/ Lee LaBine
Name: Lee LaBine
Title: Senior Vice President

Address for notices:

PNC Bank, National Association

200 S. Wacker Drive, Suite 600

Chicago, IL 60606

Attn: Portfolio Manager

Facsimile: (312) 454-2919

Lending Office:

PNC Bank, National Association

200 S. Wacker Drive, Suite 600

Chicago, IL 60606

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Term Lender, US Revolving Lender and Canadian Revolving Lender

By: /s/ Chris Heckman
Name: Chris Heckman
Title: Vice President

Address for notices:

150 S. Wacker Drive, Suite 2200

Chicago, IL 60606

Attn: Portfolio Manager

Facsimile: (312) 332-0424

Lending Office:

150 S. Wacker Drive, Suite 2200

Chicago, IL 60606

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

Capital One Leverage Finance Corp., as a Term Lender, US Revolving Lender and Canadian Revolving Lender

By: /s/ Michael Burns
Name: Michael S. Burns
Title: Senior Vice President – Region Manager

Address for notices:

275 Broadhollow Road

Melville, NY 11747

Attention: Pauline Palomino, AVP – Ops. Mgr.

Facsimile: (800) 986-0331

Lending Office:

Capital One Leverage Finance Corp.

275 Broadhollow Road

Melville, NY 11747

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

Schedule 1.1(a)

Term Loan Commitments

Term Lender	Term Loan Commitment
General Electric Capital Corporation	$13,333,000
PNC Bank, National Association	$10,667,000
Wells Fargo Bank, National Association	$10,667,000
Capital One Leverage Finance Corp.	$5,333,000
Total	$40,000,000

Schedule 1.1(b)

Revolving Loan Commitments

US Revolving Lender	Revolving Loan Commitment
General Electric Capital Corporation	$11,667,000
PNC Bank, National Association	$9,333,000
Wells Fargo Bank, National Association	$9,333,000
Capital One Leverage Finance Corp.	$4,667,000
Total	$35,000,000

Canadian Revolving Loan Commitment

Canadian Revolving Lender	Canadian Revolving Loan Commitment
General Electric Capital Corporation	$3,333,000
PNC Bank, National Association	$2,667,000
Wells Fargo Bank, National Association	$2,667,000
Capital One Leverage Finance Corp.	$1,333,000
Total	$10,000,000

Schedule 3.1(b)Permits

Coast Crane Company

Business Licenses

l.	Spokane, WA	Expires January 26, 2013 – Renewal in progress
2.	Tacoma, WA	Expires December 31, 2013
3.	Torrance, CA	Expires December 31, 2012 – Renewal in progress
4.	Ontario, CA	Expires December 31, 2012 – Renewal in progress
5.	Oakland, CA	Expires December 31, 2013
6.	Pasco, WA	Expires December 31, 2013
7.	Los Angeles, CA	No Expiration date
8.	Richmond, CA	Expires December 31, 2013
9.	West Sacramento	Expires September 30, 2013
10.	San Leandro, CA	Expires December 31, 2012 – Renewal in progress
11.	Bremerton, WA	Expires December 31, 2013
12.	State of Hawaii	No Expiration date
13.	State of Alaska	Expires December 31, 2013
14.	Seattle, WA	Expires December 31, 2013
15.	Portland, OR	No Expiration date
17.	State of Texas	No Expiration date
18.	City of Pasadena	Expires May 31, 2013
19. 20. 21. 22. 23.	City San Francisco State of Washington City of Industry, CA Lynnwood, WA State of Nevada	Expired April 30, 2012 – Renewal in progress Expires March 31, 2013 No Expiration date Expires December 31, 2013 Expires July 31, 2013

Coast Crane Ltd.

Business Licenses

1.	City of Surrey Business License
	#072351 (Equipment Dealer)	Expires on April 30, 2013
	#072352 (Equipment Rental)	Expires on April 30, 2013

Coast Crane Company

Environmental Permits

1.    Wastewater discharge Permit MIU 014 (City of West Sacramento) for Coast Crane Company, dated as of September 15, 2006

2.    Pretreatment Permit 2-55 (City of San Leandro) for Coast Crane Company, dated effective as of May 4, 2009

3.    Minor Discharge Authorization 788-01 (King County) for Coast Crane Company, dated effective as of April 28, 2008

4.    Industrial Waste Disposal Permit 000017 (Los Angeles County) for Coast Crane Company, dated effective as of September 16, 2009

Coast Crane Ltd.

Environmental Permits

1.    None

Coast Crane Company

Other Permits

1.    Seller’s Permit, issued by the California State Board of Equalization (permit is valid until revoked or canceled but is not transferable if the business is sold)

Coast Crane Ltd.

Other Permits

1.    None

Coast Crane Company

Qualifications

US Borrower is qualified to transact business in the states of California, Texas, Nevada, Hawaii, Oregon and Washington.

Holdings

Qualifications

None.

Coast Crane Ltd.

Qualifications

None.

Schedule 3.5Litigation

None.

Schedule 3.7ERISA

Coast Crane Company
1.	Title IV Plans
	None
2.	Multiemployer Plans
	None
3.	Material Benefit Plans
	MBA Health Insurance Program
	Coast Crane Company Group Health and Welfare Plan
	Essex Rental Corp. 401(k) Plan
Coast Crane Ltd.
1.	Title IV Plans
	None
2.	Multiemployer Plans
	None
3.	Material Benefit Plans
	a. Medical Dental and Life Insurance Program with Great West Life [Policy No. 250286]
	b. British Columbia Medical Services Plan [Policy No. 6200943]
	c. RRSP Plan with Standard Life [Policy No. RS102971]

Schedule 3.8Closing Date Sources and Uses; Funds Flow Memorandum

Closing Date – March 12, 2013

Funds Flow Memorandum

[See Attached]

Schedule 3.9Ownership of Property; Liens

Coast Crane Company

1.    Lease Agreement, by and between Coast Crane Company and Dennis D. McLeod, dated as of March 1, 2009, related to the following rental realty:

(a)    8900 King Street, Anchorage, Alaska

(b)    525 South Oregon Street, Pasco, Washington

(c)    3920 East Boone Avenue, Spokane, Washington

(d)    1114 St. Paul Avenue, Tacoma, Washington

2.    Lease Agreement by and between, Coast Crane Company and H&A Reed Family Trust, dated as of April 1, 2009, related to that certain building located at 6615 Rosedale Highway, Bakersfield, California 93308

3.    Industrial/Commercial Lease, by and between Coast Crane Company and APB LLC, dated as of September 18, 2008, related to the real property commonly known as 91-505 Awakumoku Place, City of Kapolei, City and County of Honolulu, Hawaii 96707 (Bay C)

4.    Industrial/Commercial Lease, by and between Coast Crane Company and APB LLC, dated as of July 1, 2008, related to the real property commonly known as 91-505 Awakumoku Place, City of Kapolei, City and County of Honolulu, Hawaii 96707 (Bay D & L)

5.    Air Commercial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease - Gross, by and between Bushala Brothers, Inc. and Coast Crane Company, dated as of March 19, 2007, related to that certain real property commonly known as 422 E. Emporia, Ontario, San Bernardino, California (approx. 4,000 square foot building with approx. 1 acre of yard space)

6.    Commercial Lease, by and among 1601 NE Columbia, LLC and Coast Crane Company, dated as of September 8, 2008, related to the real property located at 1601 N.E. Columbia, Blvd., Portland, Oregon (approx. 30,000 square foot tilt-up building)

7.    Lease Agreement (as amended), by and between Spirit of 83 and Coast Crane Company, dated as of April 28, 2006 and most recently amended on February 10,2006, related to that certain real commonly known as 14951 Catalina Street, San Leandro, California

8.    Lease Agreement, by and between White Sands, LLC and Coast Crane Company, dated as of January 2009 and notarized March 31, 2009, related to that certain real property located at 500 South Sullivan Street, Seattle, Washington

9.    Lease Agreement, by and between Ness Manitowoc Property, LLC and Coast Crane Company, dated as of November l, 2005, related to the buildings located at 8250 Fifth Avenue South, Seattle, Washington

10.    Commercial Lease Agreement (as amended and extended), by and between Ralph E. Hovis and Joyce E. Hovis, and Coast Crane Company, dated as of December 31, 2003,

amended as of September 1, 2005, and extended December 29, 2008, related to the real property located at 4680 W. Capitol Avenue, West Sacramento, California

11.    Lease Agreement, by and between Coast Crane Company and the State of California (by and through the Department of Natural Resources), dated as of April 7, 2009, related to that certain real property located at 4300 West Capitol Avenue, West Sacramento, Yolo County, California (approx. 53,260 square feet)

12.    Fifth Amendment to Real Property Lease Agreement, by and between Coast Crane Company and Bank of America N.A., as Trustee of the Emily Koelzer Revocable Trust, dated as of February 11, 2010, related to that certain real property located at 19062 San Jose Avenue, City of Industry, California

13.    Lease Agreement, between ESA Industries, Inc., and Coast Crane Company, dated as of April 17, 2012, related to that certain real property located 19052 San Jose Avenue, City of Industry, California 91748 (approx. 7,576 square feet)

14.    Lease Agreement, between H&V Investments, and Coast Crane Company, dated as of April 9, 2012, related to that certain real property located 8100 Mowry, Newark, California 94560

15.    Lease Agreement, between Roger Bellcoff, and Coast Crane Company, dated as of April 13, 2012, related to that certain real property located 14901 NE Parkinen Road, Brush Prairie, Washington 98606

16.    Lease Agreement, between Essex Crane Rental Corp., and Coast Crane Company, dated as of April 30, 2012, related to that certain real property located 303 Peach Lane, Arcola, Texas 77583-7459

Coast Crane Ltd.

1. Lease Agreement under the Land Transformation Act (as amended) by and between City Wide Truck Repair and Disposal Ltd. and Coast Crane Ltd. dated as of October 1, 2007, as amended November 13, 2009, related to the real estate located at 9538 195 Street, Surrey, B.C.

Schedule 3.11(e)Projections

See attached

Schedule 3.12Environmental

1.    NPDES permits for discharge of industrial storm water have not been obtained, and certifications of no exposure have not been made, for any of the current sites.

2.    All compliance and potential compliance matters, and conditions involving Hazardous Materials releases or potential releases, are described in the following:

• Environmental Review of Coast Crane Company, Environ (July 2004) (“2004 Environ Report”)

• Correspondence from SLR International Corp to Cameron Hewes, “Results of Environmental Due Diligence,” April 12, 2007 (“2007 Letter Report”)

• Phase I Environmental Assessment Reports, Summary Report and Reports for thirteen sites, (SLR International Corp, April 9, 2007) (“2007 Reports”)

• Phase I Environmental Sites Assessment Report, Zusman Property, 1601 NE Columbia Blvd (SLR International Corp, July 2, 2008), and

• Phase I Environmental Sites Assessment Report, Zusman Property, 1525 NE Columbia Blvd (SLR International Corp, March 5, 2010) (together, the “Portland Reports”)

• Confirmatory Investigation of Washington Pad Area, Seattle Site (Environ, April 25, 2007)

• Results of Confirmatory Investigation of Washington Pad Area, Seattle Site (Environ, July 25, 2007)

• Evaluation of Lateral and Vertical Extent of Petroleum Hydrocarbons and Volatile Organic Compounds in Soil, Washington Pad Area, Seattle Site (Environ, August 27, 2007)

• Draft, Remedial Action Completion Report, Seattle Site (Environ, Draft, dated July 2008)

3.    Correspondence from the Washington Department of Ecology, December 4, 2008, to Franklin Foster may constitute a threatened claim by a Governmental Authority.

Schedule 3.15Labor Relations

None.

Schedule 3.16Intellectual Property

1. Registered Trademarks

a. Reg. No. 4,028,519

Logo Mark in Class 35 – The mark consists of a crane holding a stylized letter “C”.

Ser. No. 85-248,662, Filed 2-22-2011, Registered on 9-20-2011, Expires 9-20-2021

b. Reg. No. 4,028,520

Logo Mark in Class 37 – The mark consists of a crane holding a stylized letter “C”.

Ser. No. 85-248,688, Filed 2-22-2011, Registered on 9-20-2011, Expires 9-20-2021

c. Reg. No. 4,034,505

Word Mark in Class 35 – “Coast Crane Company” – The mark consists of standard characters without claim to any particular font, style, size, or color. No claim is made to the exclusive right to use “Crane Company”, apart from the mark as shown.

Ser. No. 85-248,620, Filed 2-22-2011, Registered on 10-4-2011, Expires 10-4-2021

d. Reg No. 4,034,506

Word Mark in Class 37 – “Coast Crane Company” – The mark consists of standard characters without claim to any particular font, style, size, or color. No claim is made to the exclusive right to use “Crane Company”, apart from the mark as shown.

Ser. No. 85-248,635, Filed 2-22-2011, Registered on 10-4-2011, Expires 10-4-2021

2.Domain Names:

Coast Crane Company

www.coastcrane.com

Other domains that point to www.coastcrane.com

coastcrane.co

coastcrane.net

coastcrane.us

coastcranecompany.com

coastcranecompany.net

coastcranelimited.net

coastcranelimited.com

pacificcoastcrane.com

pacificcoastcrane.net

westcoastcrane.biz

westcoastcrane.co

westcoastcrane.us

Coast Crane Ltd.

None

3.    Software

a. MEHS (200)
NFD (73 US & 7 Canada)

Mass market, off-the shelf software.

b. Owned

Licensed	Licensed - Boxed
Adobe Contribute CS3 (2)	Adobe Acrobat Standard 9 (2)
Application Extender (3)	MS Visio 2007 (2)
Symantec Clients (165)	MS Office 2003 (15)
Symantec Endpoint (1)	Crystal Reports (12)
Windows Server 2003 CALs (204)
Microsoft Exchange (200)
Transoft Client (12)
Transoft Server (1)
Transoft Drivers (8)
Blackery Clients (30)
Blackbeny Enterprise Server (1)
Reflections (130)
Sonicwall VPN Global Clients (20)
MS Access 2003 (10)
MS Access 2007 (10)
MS Data Center (l)
MS Office 2003 (30)
MS Office 2007 (80)
Acucobol for AIX (5)
MS Access 2010 (5)
MS Office (130)
MS Visio 2007 (2)
Windows Server 2008 (3)
Windows Server 2003 (1)
Windows Server 2008 User CALs (169)
Windows Server 2003 User CALs (200)

Schedule 3.18Insurance

					Coverage Limits
Policy Number	Eff. Date	Exp. Date	Insurance Type	Issuer	Amount		Coverage	Deductible
12945031	12/1/2012	12/1/2013	Property	Lexington Insurance Company		$10,000,000.00	Business Income & Extra Expense		$5,000.00
						$10,000,000.00	Real & Personal Property
					8,299.950.00		Business Income & Extra Expense
						$10,188,630.00	Inventory
			Combined Inland Marine			$40,000,000.00	Each Occurrence		$25,000.00
						$2,000,000.00	Equipment Rented from Others
12N05841	12/1/2012	12/1/2013	Ocean Cargo	Traverlers Property Casualty Company of America		$5,000,000.00	Any One Vessel
						$5,000,000.00	Any One Item of Equipment on Land
CGLCX6018812	12/1/2012	12/1/2013	General Liability	Tower Insurance Co of New York		$1,000,000.00	Each Occurrence		$10,000
						$50,000.00	Damage to Rented Premises (Ea Occ)
						$1,000,000.00	Personal & Adv. Injury
						$2,000,000.00	General Aggregate
						$2,000,000.00	Products – Comp/Op Agg
					50000		Damage to Premises Rented
BAPCX6018812	12/1/2012	12/1/2013	Automobile Liability	Tower Insurance Co of New York		$1,000,000.00	Each Accident
QK08850244	12/1/2012	12/1/2013	Umbrella Liability	St. Paul Fire and Marine Insurance Company		$5,000,000.00	Each Occurrence
						$5,000,000.00	Aggregate
15374927	12/1/2012	12/1/2013	Excess Liability (5X5)	AIG/Lexington Insurance Company		$5,000,000.00	Each Occurrence
						$5,000,000.00	Aggregate
HFX00031996044	12/1/2012	12/1/2013	Excess Liability (10X10)	Interstate Fire & Casualty		$10,000,000.00	Each Occurrence Aggregate
						$10,000,000.00
100002361901	12/1/2012	12/1/2013	Excess Liability (10X20)	Liberty Insurance Underwriters, Inc.		$10,000,000.00	Each Occurrence
						$10,000,000.00	Aggregate
ZUP14T4959412NF	12/1/2012	12/1/2013	Excess Liability (10X30)	St. Paul Fire & Marine Insurance Company		$10,000,000.00	Each Occurrence
						$10,000,000.00	Aggregate

PHFD3979609A	12/1/2012	12/1/2013	Foreign Package (includes GL, Auto & Cont. Empl. Liab below)	ACE American Insurance Company	$1,000,000.00	BVPD Each Occurrence
			1. General Liability		$2,000,000.00	Aggregate – Products/ Completed Operations
					$1,000,000.00	Premises Damage
					$1,000,000.00	Personal Injury & Advertising Injury
					$25,000.00	Medical Payment Coverage
			2. Automobiles		$1,000,000.00	combined BVPD Any One Accident (Owned and Hired & Non Owned Autos)
					$25,000.00	Accident/Any One Policy Period
					$10,000.00	Medical Payments – Each Person
					$20,000.00	Medical Payments – Each Accident
					$1,000,000.00	Bodily Injury by Accident – Each Accident
			3. Contingent Employers Liability		$1,000,000.00	Bodily Injury by Disease – Each Employee
					$1,000,000.00	Bodily Injury by Disease – Policy Limit
					$1,000,000.00	Executive Assistance Services
PHFD3979609A	12/1/2012	12/1/2013	Professional Liability	Maxum Indemnity Company	$2,000,000.00	Each Claim
					$2,000,000.00	Aggregate
14-MGU-12A28013	12/1/2012	12/1/2013	Directors' & Officers' Liability	U.S. Specialty Insurance Company (HCC Global)	$10,000,000.00	Aggregate Limit (including Defense Costs)
NHS649313	12/1/2012	12/1/2013	Excess Directors' & Officers' Liability	RSUI Indemnity Company	$5,000,000.00	Aggregate Limit (including Defense Costs) (Excess of $10,000,000.00)
0306-1547	12/1/2012	12/1/2013	Side A D&O Liability	Allied World National Assurance Company	$5,000,000.00	Aggregate Limit (including Defense Costs) (Excess of $15,000,000.00)
14-MG-12-A11330	12/1/2012	12/1/2013	Employment Practices Liability	Houston Casualty Company (HCC)	$5,000,000.00	Aggregate Limit (including Defense Costs)
14-MG-12-A28147	12/1/2012	12/1/2013	Fiduciary Liability	U.S. Specialty Insurance Company (HCC)	$1,000,000.00	Aggregate Limit (including Defense Costs)

SAA 359-74-72-04	12/1/2012	12/1/2013	Crime	Great American Insurance Company		$3,000,000.00	Aggregate Limit	$50,000
SAA 359-74-72-04	12/1/2012	12/1/2013	Crime	Great American Insurance Company		$3,000,000.00	Aggregate Limit	$50,000
WCJZ91457366012	7/21/2012	7/21/2013	Worker’s Compensation And Employers’ Liability	Liberty Mutual / Wausau Underwriters Insurance Company	WC Statutory Limits
						$1,000,000.00	E.L. Each Accident
						$1,000,000.00	E.L. Disease – Each Employee
						$1,000,000.00
Account ID: 046,378-01, UBI: 603 064 580	11/22/2012		WA Worker’s Compensation	State of Washington	WA Statutory Limits		Worker’s Compensation

Schedule 3.19Ventures, Subsidiaries and Affiliates; Outstanding Stock

Each of Essex Rental Corp., a Delaware corporation, Essex Holdings LLC, a Delaware limited liability company, Essex Crane Rental Corp., a Delaware corporation, and Essex Finance Corp., a Delaware corporation, is an Affiliate of Borrowers and Holdings.

Coast Crane Ltd., a British Columbia corporation (“Coast Canada”), is a direct Subsidiary of Borrower and an indirect Subsidiary of Holdings.

Issuer	Stockholder	Number of Shares	Percentage of Outstanding
Holdings	Essex Rental Corp.	100	100	%
Borrower	Holdings	100	100	%
Coast Canada	Borrower	100	100	%

Schedule 3.20Jurisdiction of Organization; Chief Executive Office

Legal Name	Organizational ID Number	Chief Executive Office	Prior Legal Name and Prior Jurisdiction of Organization	Jurisdiction of Organization
Coast Crane Company	4890310	1110 Lake Cook Road, Suite 220 Buffalo Grove, IL 60089	CC Bidding Corp.	Delaware
CC Acquisition Holding Corp.	4891753	1110 Lake Cook Road Suite 220 Buffalo Grove, IL 60089	N/A	Delaware
Coast Crane Ltd.	BC0507555	9538 195th Street Surrey, BC V4N4G2	N/A	British Columbia

Schedule 3.21Locations of Inventory, Equipment and Books and Records

See Schedule 3.20 and Schedule 3.9, which are incorporated herein by reference.

Schedule 3.22Deposit Accounts and Other Accounts

Coast Crane Company

Account Name	Depositary Information	Account Number	Name on Account	Address	Telephone #	Purpose
Operating Account	Wells Fargo		Coast Crane Company	Wells Fargo Bank, N.A. (182), PO Box 63020, San Francisco, CA 94163	1-800-289-3557	Main Operating Activities
Depository Account	Wells Fargo		Coast Crane Company	Wells Fargo Bank, N.A. (182), PO Box 63020, San Francisco, CA 94163	1-800-289-3557	Cash Receipts
Payroll	Wells Fargo		Coast Crane Company	Wells Fargo Bank, N.A. (182),PO Box 63020, San Francisco, CA 94163	1-800-289-3557	Payroll Funding
Vendor Payment	Wells Fargo		Coast Crane Company	Wells Fargo Bank, N.A. (259), 115 Hospital Drive, Van Wert, OH 45891	1-800-289-3557	Vendor and Other Disbursements
Collateral Account	Wells Fargo		Coast Crane Company	Wells Fargo Bank, N.A. (182), PO Box 63020, San Francisco, CA 94163	1-800-289-3557	Credit Card Purchases Collateral Account
FSA	Wells Fargo		Coast Crane Company	Wells Fargo Bank, N.A. (182), PO Box 63020, San Francisco, CA 94163	1-800-289-3557	Flex Spending Account

Coast Crane Ltd.

Account Name	Depositary Information	Account Number	Name on Account	Address	Telephone #	Purpose
USD Operating Account	HSBC		Coast Crane LTD	HSBC Bank Canada, #1-405 North Road, Coquitlam, BC V3K 3V9	1-866-808-4722	USD Operating Account
USD DDA	Wells Fargo		Coast Crane LTD	Wells Fargo Bank, N.A. (182), PO Box 63020, San Francisco, CA 94163	1-800-289-3557	USD Operating Account
USD Receivables Account	RBC		WF Coast Crane LTD	Royal Bank of Canada, 315 Front St W-3rd Flr. Toronto, ON M5V 3A4	1-800-769-2520	USD Cash Receipts with Lockbox functionality
USD Operating Account	RBC		WF Coast Crane LTD	Royal Bank of Canada, 315 Front St W-3rd Flr. Toronto, ON M5V 3A4	1-800-769-2520	USD Disbursements

Schedule 3.23Government Contracts

Coast Crane Company

Contract to sell 10 SANY Rough Terrain LAWPD

Contract to provide various service, parts, etc. with Bechtel National Inc., the contractor for the U.S. Department of Energy for the HanfordTank Waste Treatment and Immobilization Plant

Coast Crane Ltd.

None

Schedule 3.25Bonding; Licenses

Coast Crane Company

Obligee	Type of Bond	Bond Amount	Expiration Date
State of California, Department of Motor Vehicles	Motor Vehicle-All Others	5,000	10/16/2013
State of California, Department of Motor Vehicles	Motor Vehicle-New and-or Used Car, Truck, Mobile Home Dealers and Salesmen	50,000	8/13/2013
State of Oregon, Department of Transportation	Sales and Use Tax Bonds	2,750	12/17/2013
Treasurer (County) and the Motor Vehicle Industry Licensing Board, State of Hawaii	License & Permit	75,000	12/10/2013
State of Oregon- DMV	License & Permit	40,000	12/10/2013
State of Washington	License & Permit	30,000	12/10/2013
State of Washington	License & Permit	30,000	12/10/2013
State of Washington	License & Permit	30,000	12/10/2013
State of Washington	License & Permit	30,000	12/10/2013
State of California, Department of Motor Vehicles	Motor Vehicle-All Others	5,000	12/10/2013
State of California, Department of Motor Vehicles	Motor Vehicle-All Others	5,000	12/10/2013
Oregon Department of Transportation	Miscellaneous Taxes	2,375	5/23/2013
City of Spokane	License & Permit	5,000	4/18/2013

Coast Crane Ltd.

None

Schedule 3.30Titled Vehicles

Coast Crane Company

Mk	S/N
MN	197640
PB	1XPSDP0X8DD209258
NC	35383
NC	35483
NC	35704
TA	655694
NC	290434
NC	290435
NC	291138
NC	291226
NC	291496
NC	291774
NC	291771
NC	291497
NC	291654
NC	291772
NC	291783
NC	291801
NC	292032
NC	291785
NC	291973
NC	292204
NC	291784
NC	292361
NC	292412
NC	292521
TA	655829
NC	293031
NC	293030
NC	293068
NC	293020
NC	293033
NC	293036
NC	293143
NC	293035
NC	293325
NC	293142
NC	293655
NC	293069
NC	293991
NC	293871
NC	293653
NC	291480
NC	294079
NC	294095
NC	294398

NC	294408
NC	294539
TA	EX0178
NC	294406
NC	293574
NC	293575
NC	293656
NC	293697
NC	294526
NC	294684
NC	294686
NC	294075
NC	294541
TA	655783
NC	293703
NC	294712
NC	294711
NC	35616
NC	293766
NC	294527
NC	294682
NC	294530
TA	EX0189A
TA	655881
NC	294681
NC	294680
TA	655853
TA	EW2660
NC	35598
NC	291265
NC	294562
TA	655854
NC	294642
NC	33014B
NC	295443
NC	291768A
TA	655848
NC	294687
NC	295440
TA	EW2640
NA	295444
MT	186137
MN	186263
MN	186282
MN	186284
MN	186287
MN	186299
MN	186297
MN	186288
MN	186298
TA	EX0079
TA	EX0084
ZZ	1GTEK19T2YE213033

ZZ	1FMYU04171KA78917
ZZ	3B7HU18Z62G112039
ZZ	2FTRX17262CB00585
ZZ	2FTRX18L13CA22285
ZZ	2GCEK13T761141527
ZZ	TRX18W72NA65886
ZZ	1FTRX17W51NB45445
ZZ	1FTNX20L4YEC85582
ZZ	TNX20L91ED19
ZZ	1FTRW07W91KA81702
ZZ	1FTRF17W7YKA80404
ZZ	1FTRF17WX1NA21156
ZZ	1GDJK34N1SE542375
ZZ	1TKA04225RM086849
ZZ	1HTSCABM0SH620490
ZZ	1FV6HLBA2VL575169
ZZ	1GCEC14WXVZ145454
ZZ	1GCEC14W3VZ105054
ZZ	1GTEC14W3TZ517889
ZZ	1HTSCABM2TH351443
ZZ	1FV3EJAC6VH711700
ZZ	1HTSCABM1WH504608
ZZ	1TKA04626RM036486
ZZ	1HTSCABM7WH575862
ZZ	1FTNF21L0XEC03864
ZZ	1FDYY95S8RVA27405
ZZ	1GTGC24R1XF011932
ZZ	2009G00199
ZZ	1FUYFXYB2YPH47386
ZZ	1N6SD11S7SC392184
ZZ	3B6MC36631M247263
ZZ	1GDKC34N8SJ523542
ZZ	1FDAF56F9YED18690
ZZ	1FDXF46F9YEE28076
ZZ	1FVABTAK62DK01594
TK	1FUPFXYB5YPH40721
ZZ	1FVACXCS75HV08092
ZZ	1FDXF46P96EA85484
ZZ	1FDAF57P85ED08591
ZZ	1FTNX20L72EX58691
ZZ	1LH930UH811011580
ZZ	1FUYDSYBOSH727662
ZZ	1HTSCABM8YH248339
ZZ	1HTSCABM5YH248332
ZZ	1GRDM9023HM063910
ZZ	1FDXF46P06EB47189
ZZ	1FDXF46P06EC11814
ZZ	2FZACGDC06AW51735
TK	TWYAHT37J471
ZZ	2FZHAZDE97AY42377

ZZ	1FTYR10D35PB02960
ZZ	1HTSCABP21H337517
ZZ	1FTYR10D67PA75191
ZZ	1FTYR10D76PA84710
ZZ	1FDAF56PX7EA87144
ZZ	KMHD7X57M208
TK	PLHN7X88M766
TK	PLHN7X18M769
TK	1FDAF57R88ED09262
ZZ	1TKA048268M015049
ZZ	1ZCE26E22GZO12471
ZZ	1XPFDB0XXXD486521
GV	45708
ZZ	F005D02634K
MS	42625
CL	5DP00113
KL	552795A
GV	34991
GV	68474A
LL	97Y16P22234
CL	70Y01155
BZ	N/A
ZZ	FOO5A13761H
LL	19475
LL	19172
MB	43395
KL	552793A
CL	68Y01600
CL	5DP00122
CL	5DP00117
DA	N/A
MS	250206
JL	160014848
MB	43364
ZZ	06-00922
ZZ	A26W50574
RO	7130985003
ZZ	5141
JL	160013881
ZZ	502080
ZZ	19712
ZZ	F2550219
ZZ	F005D05201N
MS	42643

Coast Crane Ltd.

Mk	S/N
NC	294076
ZZ	TSCABMXVH448862
ZZ	539236
TK	TRF12236NB32
ZZ	DAF56RX8EC60
TK	3F6WJ76A58G350635
ZZ	CC735600
GV	42220
ZZ

Schedule 3.31Equipment

Coast Crane Company

Equip #	Mk	S/N
AC0157	NC	290154A
AC0571	GV	292556A
AC0839	ZZ	995001113
AC1230	NC	NONE
AC1248	TC	410570K
AC1250	TC	410570M
AC1307	TC	410182A
AC1415	TC	410982G
AC1418	TC	410982J
AC1814	ME	10001160A
AC1849	ZZ	0
AC2581	MN	186289
AC2582	MN	186289A
RT0426	SA	13RC00350019
RT0427	SA	13RC00350020
RT0428	SA	13RC00350021
RT0429	SA	13RC00350022
RT0430	SA	13RC00350023
RT0431	SA	13RC00350033
RT0432	SA	13RC00350035
RT0433	SA	13RC00350036
RT0434	SA	13RC00350038
RT0435	SA	13RC00550040
AC0034	ME	771048 777
AC0035	ME	1048 777
AC0081	GV	NONE
AC0100	ZZ	471556
AC0127	NC	35519 685D
IC0023	GV	69821
RT0365	GV	86073
AC0043	NC	32012B
AC0079	NC	33351A
AC0114	NC	35299B
AC0115	NC	35407A
AC0119	NC	35441A
AC0125	NC	35498A
AC0126	NC	34041A
AC0138	TC	95196C
AC0140	TC	95196A
AC0141	ZZ	WATO197
AC0142	TC	88715C
AC0150	ZZ	WAT0201
AC0151	TC	50013
AC0158	NC	999
AC0161	TC	97185A
AC0162	TC	97185B
AC0168	TC	100000A
AC0169	TC	100000B
AC0170	TC	100000C
AC0171	TC	100000D
AC0172	TC	100000E

AC0173	TC	100000F
AC0176	TC	99509A
AC0183	TC	99509H
AC0184	TC	99509I
AC0185	TC	99509J
AC0186	TC	99509K
AC0187	TC	99509L
AC0198	TC	99869D
AC0203	TC	400542
AC0206	TC	400546C
AC0208	TC	400546E
AC0218	TC	SN0218
AC0220	TC	400363B
AC0222	TC	400363D
AC0223	TC	400363E
AC0224	TC	400363F
AC0225	TC	400363G
AC0226	TC	400363H
AC0227	TC	400363I
AC0228	TC	400363J
AC0236	TC	400548A
AC0237	TC	400548B
AC0238	TC	400548C
AC0244	NC	32240
AC0245	NC	291645A
AC0248	TC	401442A
AC0250	TC	401442C
AC0251	TC	401442D
AC0252	TC	401442E
AC0253	TC	401442F
AC0254	TC	401442G
AC0255	TC	401442H
AC0256	TC	401442I
AC0257	TC	401442J
AC0258	TC	401442K
AC0259	TC	401442L
AC0269	NC	291756A
AC0272	CO	89010127
AC0273	CO	89010128
AC0274	CO	89010129
AC0275	CO	89010130
AC0276	CO	89010131
AC0277	CO	89010132
AC0278	CO	89010133
AC0279	CO	89010134
AC0280	CO	89010135
AC0281	CO	89010136
AC0282	CO	89010101
AC0283	CO	89010103
AC0284	CO	89010105
AC0285	CO	89010119
AC0286	CO	89010113
AC0287	CO	89010117
AC0288	GL	13830106
AC0289	GL	13830107
AC0290	GL	13830108
AC0291	GL	2002264019
AC0293	GL	13920109

AC0295	GL	13830105
AC0296	GL	200226102
AC0299	GL	1496TK9504
AC0305	GL	13920117
AC0308	GL	13830125
AC0309	GL	13830126
AC0310	GL	13830129
AC0311	GL	13830131
AC0313	GL	2004069135
AC0314	GL	2004012049
AC0315	GL	2004012051
AC0316	GL	200417502
AC0317	GL	13920111
AC0318	GL	13920114
AC0319	GL	13920115
AC0320	GL	13920118
AC0325	MQ	7101877
AC0328	MQ	7101414
AC0331	MQ	3691691
AC0332	MQ	3691692
AC0335	MQ	7600034
AC0337	MQ	7500518
AC0340	MQ	7500652
AC0341	MQ	7104600
AC0342	MQ	7104591
AC0344	MQ	7400304
AC0345	MQ	7400320
AC0346	MQ	7400321
AC0347	MQ	7400342
AC0348	MQ	7400208
AC0349	MQ	7400318
AC0351	MQ	7400172
AC0352	MQ	3745230
AC0353	ZZ	FA000102
AC0356	ZZ	TBD
AC0357	TC	402109A
AC0358	TC	402109B
AC0359	TC	402109C
AC0360	TC	402109D
AC0361	TC	402109E
AC0362	TC	402109F
AC0363	TC	402109G
AC0365	TC	401218A
AC0366	TC	401218B
AC0367	TC	401218C
AC0368	TC	401218D
AC0369	TC	401218E
AC0370	TC	401218F
AC0371	TC	401218G
AC0372	TC	401218H
AC0373	TC	401218I
AC0374	TC	401218J
AC0375	TC	401218K
AC0376	TC	401218L
AC0377	TC	401218M
AC0378	TC	401218N
AC0379	TC	401218P
AC0380	TC	401218Q

AC0381	TC	401218R
AC0382	TC	401218S
AC0383	TC	401218T
AC0384	TC	401218U
AC0385	TC	401218V
AC0386	MQ	3745227
AC0388	ZZ	50002088
AC0389	ZZ	50002162
AC0390	ZZ	50002165
AC0391	ZZ	50002497
AC0392	ZZ	50002827
AC0393	ZZ	50002830
AC0394	ZZ	50002841
AC0395	ZZ	50002853
AC0396	ZZ	50002919
AC0397	ZZ	50002940
AC0398	ZZ	50003048
AC0399	ZZ	50003118
AC0400	ZZ	50003319
AC0401	ZZ	50003528
AC0402	ZZ	50003641
AC0403	ZZ	50003809
AC0404	ZZ	50003824
AC0405	ZZ	50005190
AC0406	ZZ	50005193
AC0407	ZZ	50005219
AC0408	ZZ	50005222
AC0409	ZZ	50005230
AC0410	ZZ	50005281
AC0411	ZZ	50005292
AC0412	ZZ	50005298
AC0413	ZZ	1504
AC0414	ZZ	NK-AC30-B
AC0415	ZZ	10103
AC0416	ZZ	1777
AC0417	ZZ	TBD
AC0418	ZZ	1644
AC0424	TC	402113A
AC0425	TC	402113B
AC0426	TC	402113C
AC0427	TC	402113D
AC0428	TC	402113E
AC0429	TC	401259A
AC0430	TC	401259B
AC0431	TC	401259C
AC0432	TC	401259D
AC0433	TC	401259E
AC0434	TC	401259F
AC0435	TC	401259G
AC0436	TC	401259H
AC0441	NC	292204A
AC0442	ZZ	7500649
AC0444	ZZ	1515
AC0450	TC	401270A
AC0451	TC	401270B
AC0452	TC	401270C
AC0453	TC	401270D
AC0454	TC	401270E

AC0455	TC	401270F
AC0456	TC	401270G
AC0457	TC	401270H
AC0458	TC	401270I
AC0459	TC	401270J
AC0460	TC	401270K
AC0461	TC	401270L
AC0464	TC	404565A
AC0466	TC	404565C
AC0470	TC	88671
AC0475	TC	403020A
AC0476	TC	403020B
AC0477	TC	403020C
AC0478	TC	403020D
AC0479	TC	403020E
AC0480	TC	403020F
AC0481	TC	403020G
AC0482	TC	403020H
AC0483	TC	403020I
AC0484	TC	403020J
AC0485	TC	403020K
AC0486	TC	403020L
AC0487	TC	402910A
AC0488	TC	402910B
AC0489	TC	402910C
AC0490	TC	102910D
AC0491	TC	402910E
AC0492	TC	402910F
AC0493	TC	402910G
AC0494	TC	402910H
AC0495	TC	402910I
AC0496	TC	402910J
AC0497	TC	402910K
AC0498	TC	402910L
AC0501	TC	99509M
AC0502	TC	401270M
AC0504	TC	0001TC
AC0505	TC	0002TC
AC0506	TC	0003TC
AC0507	TC	0004TC
AC0510	ZZ	TBD
AC0511	ZZ	112336
AC0512	ZZ	FA000241
AC0516	GL	2004069135
AC0518	ZZ	0
AC0526	TC	403358F
AC0527	TC	403358G
AC0529	ZZ	3/0-3 GGC
AC0533	TC	403665A
AC0534	TC	403665B
AC0535	TC	403665C
AC0536	TC	403665D
AC0537	TC	403665E
AC0539	TC	403658B
AC0542	TC	403658E
AC0543	TC	403656A
AC0544	TC	403656B
AC0545	TC	403656C

AC0546	TC	403656D
AC0547	TC	403656E
AC0548	TC	403022A
AC0549	TC	403022B
AC0550	TC	403022C
AC0551	TC	403022D
AC0552	TC	403022E
AC0553	TC	403022F
AC0554	TC	403022G
AC0555	TC	403022H
AC0556	TC	403022I
AC0559	TC	403022L
AC0579	TC	404552A
AC0580	TC	404552B
AC0581	TC	404552C
AC0582	TC	404552D
AC0583	TC	404552E
AC0584	TC	404552F
AC0585	TC	404552G
AC0586	TC	404552H
AC0587	TC	404552I
AC0588	TC	404552J
AC0589	TC	404552K
AC0590	TC	404552L
AC0593	TC	404718A
AC0594	TC	404718B
AC0595	TC	404718C
AC0596	TC	404718D
AC0597	TC	404718E
AC0598	TC	404718F
AC0599	TC	404718G
AC0600	TC	404718H
AC0601	TC	404718I
AC0602	TC	404718J
AC0603	TC	404718K
AC0604	TC	404718L
AC0605	TC	404718M
AC0606	CO	SN0606
AC0607	CO	SN0607
AC0608	CO	SN0608
AC0609	CO	SN0609
AC0610	CO	SN0610
AC0611	CO	SN0611
AC0612	CO	SN0612
AC0613	CO	SN0613
AC0614	CO	SN0614
AC0615	CO	SN0615
AC0616	CO	SN0616
AC0617	CO	SN0617
AC0618	CO	SN0618
AC0619	CO	SN0619
AC0620	CO	SN0620
AC0621	CO	SN0621
AC0622	CO	SN0622
AC0623	CO	SN0623
AC0631	TC	P0T22998A
AC0632	TC	POT22998B
AC0633	TC	POT22998C

AC0634	TC	POT22998D
AC0635	TC	404559B
AC0636	TC	404559A
AC0637	TC	404559C
AC0638	TC	404559D
AC0639	TC	404559E
AC0640	TC	404559F
AC0641	TC	404559G
AC0642	TC	404559H
AC0643	TC	404559I
AC0644	TC	404559J
AC0645	TC	404559K
AC0646	TC	404559L
AC0655	TC	404717I
AC0656	TC	404717J
AC0657	TC	404717K
AC0658	TC	404717L
AC0663	TC	404717G
AC0664	NC	293109A
AC0672	TC	SN0672
AC0673	NC	291762B
AC0674	TC	SN0674
AC0675	ZZ	SN0675
AC0680	TA	407005
AC0687	NC	293653A
AC0688	NC	293655A
AC0695	TC	164007
AC0697	TC	404735A
AC0698	TC	404735B
AC0699	TC	404735C
AC0700	TC	404735D
AC0701	TC	404735E
AC0702	TC	404735F
AC0703	TC	404735G
AC0704	TC	404735H
AC0705	TC	404735I
AC0706	TC	404735J
AC0707	TC	404735K
AC0708	TC	404735L
AC0709	TC	404735M
AC0710	TC	404735N
AC0711	TC	403355A
AC0712	TC	403355B
AC0713	TC	403355C
AC0714	TC	403355D
AC0715	TC	403355E
AC0716	TC	403355F
AC0717	TC	404561A
AC0718	TC	404561B
AC0719	TC	404561C
AC0720	TC	404561D
AC0721	TC	404561E
AC0722	TC	404561F
AC0723	TC	404561G
AC0724	TC	404561H
AC0725	TC	404561I
AC0726	TC	404561J
AC0727	TC	404561K

AC0728	TC	404561L
AC0729	TC	404719A
AC0730	TC	404719B
AC0731	TC	404719C
AC0732	TC	404719D
AC0733	TC	404719E
AC0734	TC	404719F
AC0735	TC	404719G
AC0736	TC	404719H
AC0737	TC	404719I
AC0738	TC	404719J
AC0739	TC	404719K
AC0740	TC	404719L
AC0741	TC	404728A
AC0742	TC	404728B
AC0743	TC	404728C
AC0744	TC	404728D
AC0745	TC	404728E
AC0746	TC	404728F
AC0747	TC	404728G
AC0748	TC	404728H
AC0749	TC	404728J
AC0750	TC	404728J
AC0751	TC	404728K
AC0752	TC	404728L
AC0753	TC	404728M
AC0754	TC	404728N
AC0755	TC	404719M
AC0757	ZZ	20078604
AC0759	CO	13878A
AC0760	CO	13878B
AC0761	CO	13878C
AC0765	CO	13296A
AC0766	CO	13296B
AC0767	CO	13296C
AC0768	CO	13878D
AC0771	CO	13296D
AC0772	CO	13014E
AC0773	CO	13878E
AC0774	CO	13296E
AC0775	CO	13014E
AC0776	CO	13878F
AC0777	CO	1
AC0778	CO	13296F
AC0789	CO	13014G
AC0790	CO	13878G
AC0806	TA	EX0178A
AC0808	NC	293766A
AC0809	NC	293019A
AC0814	TC	404546A
AC0815	TC	404546B
AC0816	TC	404546C
AC0817	TC	404546D
AC0818	TC	404546E
AC0819	TC	404546F
AC0820	TC	404546G
AC0821	TC	404740A
AC0822	TC	404740B

AC0823	TC	404740C
AC0824	TC	404740D
AC0825	TC	404740E
AC0826	TC	404740F
AC0830	TC	404740J
AC0831	TC	404740K
AC0832	TC	404740L
AC0833	TC	404740M
AC0834	TC	404740N
AC0835	TC	404740P
AC0836	TC	404740Q
AC0840	NC	293575A
AC0841	NC	294562A
AC0842	TC	404548A
AC0845	TC	404548D
AC0846	TC	404548E
AC0847	TC	404548F
AC0849	ZZ	1
AC0853	TC	404737A
AC0854	TC	404737B
AC0855	TC	404737C
AC0856	TC	404737D
AC0857	TC	404737E
AC0858	TC	404737F
AC0859	TC	404737G
AC0860	TC	404737H
AC0861	TC	404737I
AC0862	TC	404737J
AC0863	TC	404737K
AC0864	TC	404737L
AC0865	TC	404737M
AC0866	TC	404737N
AC0867	TC	404673A
AC0868	TC	404673B
AC0869	TC	404673C
AC0870	TC	404673D
AC0871	TC	404673E
AC0887	TC	404563A
AC0888	TC	404563B
AC0889	TC	404563C
AC0890	TC	404563D
AC0891	TC	404563E
AC0892	TC	404563F
AC0893	TC	404563G
AC0894	TC	404563H
AC0897	TC	404675A
AC0898	TC	404675B
AC0899	TC	404675C
AC0900	TC	404675D
AC0901	TC	404675E
AC0902	TC	404675F
AC0903	TC	404649A
AC0904	TC	404649B
AC0905	TC	404649C
AC0906	TC	404649D
AC0907	TC	404649E
AC0908	TC	404649F
AC0909	TC	404750A

AC0910	TC	404750B
AC0911	TC	404750C
AC0912	TC	404750D
AC0913	TC	404750E
AC0914	TC	404750F
AC0915	TC	404750G
AC0916	TC	404750H
AC0917	TC	404750I
AC0918	TC	404750J
AC0919	TC	404750K
AC0920	TC	404750L
AC0921	TC	404750M
AC0922	TC	404750N
AC0923	TC	408940B
AC0924	TC	408940A
AC0925	TC	408940C
AC0926	TC	408940D
AC0927	TC	408940F
AC0928	TC	408940G
AC0929	TC	408940H
AC0930	TC	408940I
AC0931	TC	408940J
AC0932	TC	408940L
AC0933	TC	408940M
AC0934	TC	408940M
AC0935	TC	408979A
AC0936	TC	408979B
AC0937	TC	408979C
AC0938	TC	408979D
AC0939	TC	408979E
AC0940	TC	408979F
AC0941	TC	408979G
AC0942	TC	408979H
AC0944	TC	404563I
AC0945	TC	404563J
AC0946	TC	404563K
AC0947	TC	404563L
AC0951	TC	404675G
AC0952	TC	404741A
AC0953	TC	404741B
AC0954	TC	404741C
AC0955	TC	404741D
AC0956	TC	404741E
AC0957	TC	404741F
AC0958	TC	404741G
AC0959	TC	404741H
AC0960	TC	404741I
AC0961	TC	404741J
AC0962	TC	404741K
AC0963	TC	404741L
AC0964	TC	404741M
AC0965	TC	404741N
AC0966	TC	404741O
AC0968	TC	SN0968
AC0974	CO	SN0974
AC0975	CO	SN0975
AC0980	ZZ	1
AC0981	ZZ	2

AC0997	CO	SN0997
AC0998	CO	SN0998
AC0999	CO	SN0999
AC1018	CO	SN1018
AC1019	CO	SN1019
AC1020	CO	SN1020
AC1025	AL	809822A
AC1026	AL	809822B
AC1027	AL	809822C
AC1028	AL	809822D
AC1029	AL	809822E
AC1030	AL	809822F
AC1031	AL	809822G
AC1032	AL	809822H
AC1033	AL	809822I
AC1034	AL	809822J
AC1035	AL	809822K
AC1036	AL	809822L
AC1037	AL	809822M
AC1038	AL	809822N
AC1039	AL	809822O
AC1040	AL	809822P
AC1041	AL	809822Q
AC1042	AL	809822R
AC1043	AL	809822S
AC1044	AL	809822T
AC1045	AL	809822U
AC1046	AL	809822V
AC1047	AL	809822X
AC1048	AL	809822X
AC1049	AL	809822Y
AC1050	AL	809822Z
AC1051	AL	809822AA
AC1052	AL	809822BB
AC1053	AL	809822CC
AC1054	AL	809822DD
AC1055	AL	809822EE
AC1056	AL	809822FF
AC1057	AL	809822GG
AC1058	AL	809822HH
AC1059	AL	809822II
AC1060	AL	809822JJ
AC1061	AL	809822KK
AC1062	AL	809822LL
AC1063	AL	809822MM
AC1064	AL	809822NN
AC1065	AL	809822OO
AC1066	AL	809822PP
AC1067	AL	809822QQ
AC1068	AL	809822RR
AC1069	AL	809822SS
AC1070	AL	809825A
AC1071	AL	809825B
AC1072	AL	809825C
AC1073	AL	809825D
AC1074	AL	809825E
AC1075	AL	809825F
AC1076	AL	809825G

AC1077	AL	809825H
AC1078	AL	809825I
AC1079	AL	809825J
AC1080	AL	809825K
AC1081	AL	809825L
AC1082	AL	809825M
AC1083	AL	809825N
AC1084	AL	809825O
AC1085	AL	809825P
AC1086	AL	809825Q
AC1087	AL	809825R
AC1088	AL	809825S
AC1089	AL	809825T
AC1090	AL	809825U
AC1091	AL	809825V
AC1092	AL	809825W
AC1093	AL	809825X
AC1094	AL	809825Y
AC1095	AL	809825Z
AC1096	AL	809825AA
AC1097	AL	809825BB
AC1098	AL	809825CC
AC1099	AL	809825DD
AC1100	AL	809825EE
AC1101	AL	809825FF
AC1102	AL	809825GG
AC1103	AL	809825HH
AC1104	AL	809825II
AC1105	AL	809825JJ
AC1106	AL	809825KK
AC1107	AL	809825LL
AC1108	AL	809825MM
AC1109	AL	809825NN
AC1110	AL	809825OO
AC1111	AL	809825PP
AC1112	AL	809825QQ
AC1113	AL	809825RR
AC1114	AL	809825SS
AC1115	AL	809825TT
AC1116	AL	809825UU
AC1117	AL	809825VV
AC1118	AL	809825WW
AC1119	AL	809825XX
AC1120	AL	809825YY
AC1121	AL	809825ZZ
AC1122	AL	809825AAA
AC1123	AL	809825BBB
AC1124	AL	809823A
AC1125	AL	809823B
AC1126	AL	809823C
AC1127	AL	809823D
AC1128	AL	809823E
AC1129	AL	809823F
AC1130	AL	809823G
AC1131	AL	809823H
AC1132	AL	809823I
AC1133	AL	809823J
AC1134	AL	809823K

AC1135	AL	809823L
AC1136	AL	809823M
AC1137	AL	809823N
AC1138	AL	809823O
AC1139	AL	809823P
AC1140	AL	809823Q
AC1141	AL	809823R
AC1142	AL	809823S
AC1143	AL	809823T
AC1144	AL	809823U
AC1145	AL	809823V
AC1146	AL	809823W
AC1147	AL	809823X
AC1148	AL	809823Y
AC1149	AL	809823Z
AC1150	AL	809823AA
AC1151	AL	809823BB
AC1152	AL	809823CC
AC1153	AL	809823DD
AC1154	AL	809823EE
AC1155	AL	809823FF
AC1156	AL	809823GG
AC1157	AL	809823HH
AC1158	AL	809823II
AC1159	AL	809823JJ
AC1160	AL	809823KK
AC1161	AL	809823LL
AC1162	AL	809823MM
AC1163	AL	809823NN
AC1164	AL	809823OO
AC1165	AL	809823PP
AC1166	AL	809823QQ
AC1167	AL	809823RR
AC1168	AL	809824A
AC1169	AL	809824B
AC1170	AL	809824C
AC1171	AL	809824D
AC1172	AL	809824E
AC1173	AL	509824F
AC1174	AL	809824G
AC1175	AL	809824H
AC1176	AL	809824I
AC1177	AL	809824J
AC1178	AL	809824K
AC1179	AL	809824L
AC1180	AL	809824M
AC1181	AL	809824N
AC1182	AL	809824O
AC1183	AL	809824P
AC1184	AL	809824Q
AC1185	AL	809824R
AC1186	AL	809824S
AC1187	AL	809824T
AC1188	AL	809824U
AC1189	AL	809824V
AC1190	AL	809824W
AC1191	AL	809824X
AC1192	AL	809824Y

AC1193	AL	809824Z
AC1194	AL	809824AA
AC1195	AL	80924BB
AC1196	AL	809824CC
AC1197	AL	809824DD
AC1198	AL	809824EE
AC1199	AL	809824FF
AC1200	AL	809824GG
AC1201	AL	809824HH
AC1202	AL	809824II
AC1203	AL	809824JJ
AC1204	AL	809824KK
AC1205	AL	809824LL
AC1206	AL	809824MM
AC1207	AL	809824NN
AC1208	AL	809824OO
AC1209	AL	809824PP
AC1210	AL	809824QQ
AC1211	AL	809824RR
AC1212	AL	809824SS
AC1213	AL	809824TT
AC1214	AL	809824UU
AC1215	AL	809824VV
AC1216	AL	809824WW
AC1217	AL	809824XX
AC1218	AL	809824YY
AC1219	AL	809824ZZ
AC1220	AL	809824AAA
AC1221	AL	809824BBB
AC1229	NC	0
AC1231	AL	809823SS
AC1232	AL	809824CCC
AC1233	AL	809825CCC
AC1237	NC	294642A
AC1238	TC	410570A
AC1239	TC	410570B
AC1240	TC	410570C
AC1241	TC	410570D
AC1242	TC	410570E
AC1243	TC	410570F
AC1244	TC	410570G
AC1245	TC	410570H
AC1246	TC	410570I
AC1247	TC	410570J
AC1249	TC	410570H
AC1251	TC	410570N
AC1252	TC	410570O
AC1253	TC	410454A
AC1254	TC	410454B
AC1255	TC	410454C
AC1256	TC	410454D
AC1257	TC	410454E
AC1258	TC	410454F
AC1260	TC	409762A
AC1261	TC	409762B
AC1262	TC	409762C
AC1263	TC	409762D
AC1264	TC	409762E

AC1265	TC	409762F
AC1266	TC	409762G
AC1267	TC	409762H
AC1268	TC	409762I
AC1269	TC	409762J
AC1270	TC	409762K
AC1271	TC	409762L
AC1273	TC	404649G
AC1274	TC	404649H
AC1275	TC	404548G
AC1276	TC	404548H
AC1277	TC	410454G
AC1280	NC	294681A
AC1285	NC	292556A
AC1287	NC	294548A
AC1291	TC	2
AC1293	TC	410944A
AC1294	TC	410944B
AC1295	TC	410944C
AC1296	TC	409780A
AC1297	TC	409780B
AC1298	TC	409780C
AC1299	TC	409780D
AC1300	TC	409780E
AC1301	TC	409780F
AC1306	TC	000001C
AC1308	AL	0001AL
AC1309	AL	0002AL
AC1310	AL	0003AL
AC1311	AL	0004AL
AC1314	TC	410468A
AC1316	TC	410468C
AC1317	TC	410468D
AC1318	TC	410468E
AC1319	TC	410468F
AC1320	TC	410468G
AC1321	TC	410468H
AC1322	TC	410468I
AC1323	TC	410468J
AC1324	TC	410468K
AC1325	TC	404675H
AC1326	TC	404675I
AC1327	TC	403665F
AC1328	TC	403665G
AC1329	TC	410943A
AC1330	TC	410943B
AC1331	TC	410943C
AC1332	TC	410943D
AC1333	TC	410943E
AC1334	TC	410943F
AC1335	TC	410943G
AC1336	TC	410943H
AC1337	TC	410943I
AC1338	TC	410943J
AC1339	TC	410943K
AC1340	TC	410943L
AC1341	TC	K000001
AC1342	AL	810535A

AC1343	AL	810535B
AC1344	AL	810535C
AC1345	AL	810535D
AC1346	AL	810535E
AC1347	AL	810535F
AC1348	AL	810535G
AC1349	AL	810535H
AC1350	AL	810535I
AC1351	AL	810535J
AC1352	AL	810535K
AC1353	AL	810535L
AC1354	AL	810535M
AC1355	AL	810535N
AC1356	AL	810535O
AC1357	AL	810535P
AC1358	AL	810535Q
AC1359	AL	810535R
AC1360	AL	810535S
AC1363	TC	410455A
AC1364	TC	410455B
AC1365	TC	410455C
AC1366	TC	410455D
AC1367	TC	410455E
AC1368	TC	410455F
AC1372	TC	410944D
AC1373	TC	410944E
AC1374	TC	410944F
AC1375	TC	410944G
AC1376	TC	410944H
AC1377	TC	410944I
AC1378	TC	410944J
AC1379	TC	410944K
AC1380	TC	410944L
AC1383	TC	410455G
AC1386	TC	410468L
AC1387	TC	410468M
AC1388	TC	410468N
AC1389	TC	410468O
AC1390	TC	410468P
AC1391	TC	410468Q
AC1396	AL	COM00001
AC1397	AL	GATE0001
AC1398	AL	GATE0002
AC1399	AL	GATE0003
AC1400	AL	GATE0004
AC1401	AL	GATE0005
AC1402	AL	GATE0006
AC1403	AL	GATE0007
AC1404	AL	GATE0008
AC1405	AL	GATE0009
AC1406	AL	GATE0010
AC1407	AL	GATE0011
AC1408	AL	GATE0012
AC1410	TC	410982B
AC1411	TC	410982C
AC1412	TC	410982D
AC1413	TC	410982E
AC1414	TC	410982F

AC1416	TC	410982H
AC1417	TC	410982I
AC1419	TC	410982K
AC1420	TC	410982L
AC1421	TC	410571A
AC1422	TC	410571B
AC1423	TC	410571C
AC1424	TC	410571D
AC1425	TC	410571E
AC1426	TC	410571F
AC1427	TC	410571G
AC1428	TC	410571H
AC1430	TC	410571J
AC1431	TC	410571K
AC1432	TC	410571L
AC1433	TC	410571M
AC1434	TC	410571N
AC1435	TC	410571O
AC1446	NC	294642A
AC1447	GV	227747A
AC1448	ZZ	RL01803
AC1464	AL	0005AL
AC1465	AL	0006AL
AC1466	AL	0007AL
AC1467	AL	0008AL
AC1468	AL	0009AL
AC1469	AL	0010AL
AC1470	AL	0011AL
AC1471	AL	0012AL
AC1472	AL	0013AL
AC1473	AL	0014AL
AC1474	AL	0015AL
AC1475	AL	0016AL
AC1476	AL	0017AL
AC1477	AL	0018AL
AC1478	AL	0019AL
AC1479	AL	0020AL
AC1480	AL	0021AL
AC1483	AL	0022AL
AC1484	AL	0023AL
AC1485	AL	0024AL
AC1486	AL	0025AL
AC1487	AL	0026AL
AC1488	AL	0027AL
AC1489	AL	0028AL
AC1490	AL	0029AL
AC1491	AL	0030AL
AC1492	AL	0031AL
AC1507	AL	810609A
AC1508	AL	810609B
AC1509	AL	810609C
AC1510	AL	810609D
AC1511	AL	810609E
AC1512	AL	810609F
AC1513	AL	810609G
AC1514	AL	810609H
AC1515	AL	810609I
AC1516	AL	810609J

AC1517	AL	810609K
AC1518	AL	810609L
AC1519	AL	810609M
AC1520	AL	810609N
AC1521	AL	810609O
AC1522	AL	810609P
AC1523	AL	810609Q
AC1524	AL	810609R
AC1525	AL	810609S
AC1526	AL	810609T
AC1527	AL	810609U
AC1528	AL	810609V
AC1529	AL	810609W
AC1530	AL	810609X
AC1531	AL	810609Y
AC1532	AL	810609Z
AC1533	AL	810609AA
AC1534	AL	810609BB
AC1535	AL	810609CC
AC1536	AL	810609DD
AC1537	AL	810609EE
AC1538	AL	810609FF
AC1539	AL	810609GG
AC1540	AL	810609HH
AC1541	AL	810609II
AC1542	AL	810609JJ
AC1543	AL	810609KK
AC1544	AL	810609LL
AC1545	AL	810609MM
AC1546	AL	810609NN
AC1547	AL	810609OO
AC1548	AL	810609PP
AC1549	AL	810609QQ
AC1550	AL	810610A
AC1551	AL	810610B
AC1552	AL	810610C
AC1553	AL	810610D
AC1554	AL	810610E
AC1555	AL	810610F
AC1556	AL	810610G
AC1557	AL	810610H
AC1558	AL	810610I
AC1559	AL	810610J
AC1560	AL	810610K
AC1561	AL	810610L
AC1562	AL	810610M
AC1563	AL	810610N
AC1564	AL	810610O
AC1565	AL	810610P
AC1566	AL	810610Q
AC1567	AL	810610R
AC1568	AL	810610S
AC1569	AL	810610T
AC1570	AL	810610U
AC1571	AL	810610V
AC1572	AL	810610W
AC1573	AL	810610X
AC1574	AL	810610Y

AC1575	AL	810610Z
AC1576	AL	810610AA
AC1577	AL	810610BB
AC1578	AL	810610CC
AC1579	AL	810610DD
AC1580	AL	810610EE
AC1581	AL	810610FF
AC1582	AL	810610GG
AC1583	AL	810610HH
AC1584	AL	810610II
AC1585	AL	810610JJ
AC1586	AL	810610KK
AC1587	AL	810610LL
AC1588	AL	810610MM
AC1589	AL	810610NN
AC1590	AL	810610OO
AC1591	AL	810610PP
AC1592	AL	810610QQ
AC1593	GV	228275A
AC1594	GV	228275B
AC1596	TC	412551A
AC1597	TC	412551B
AC1598	TC	412551C
AC1599	TC	412551D
AC1600	TC	412551E
AC1601	TC	412551F
AC1602	TC	412551G
AC1603	TC	412551H
AC1604	TC	412551I
AC1605	AL	810609RR
AC1606	AL	810610RR
AC1608	AL	810611A
AC1609	AL	810611B
AC1610	AL	810611C
AC1611	AL	810611D
AC1612	AL	810611E
AC1613	AL	810611F
AC1614	AL	810611G
AC1615	AL	810611H
AC1616	AL	810611I
AC1617	AL	810611J
AC1618	AL	810611K
AC1619	AL	810611L
AC1620	AL	810611M
AC1621	AL	810611N
AC1622	AL	810611O
AC1623	AL	810611P
AC1624	AL	810611Q
AC1625	AL	810611R
AC1626	AL	810611S
AC1627	AL	810611T
AC1628	AL	810611U
AC1629	AL	810611V
AC1630	AL	810611W
AC1631	AL	810611X
AC1632	AL	810611Y
AC1633	AL	810611Z
AC1634	AL	810611AA

AC1635	AL	810611BB
AC1636	AL	810611CC
AC1637	AL	810611DD
AC1638	AL	810611EE
AC1639	AL	810611FF
AC1640	AL	810611GG
AC1641	AL	810611HH
AC1642	AL	810611II
AC1643	AL	810611JJ
AC1644	AL	810611KK
AC1645	AL	810611LL
AC1646	AL	810611MM
AC1647	AL	810611NN
AC1648	AL	810611OO
AC1649	AL	810611PP
AC1650	AL	810611QQ
AC1651	AL	810612A
AC1652	AL	810612B
AC1653	AL	810612C
AC1654	AL	810612D
AC1655	AL	810612E
AC1656	AL	810612F
AC1657	AL	810612G
AC1658	AL	810612H
AC1659	AL	810612I
AC1660	AL	810612J
AC1661	AL	810612K
AC1662	AL	810612L
AC1663	AL	810612M
AC1664	AL	810612N
AC1665	AL	810612O
AC1666	AL	810612P
AC1667	AL	810612Q
AC1668	AL	810612R
AC1669	AL	810612S
AC1670	AL	810612T
AC1671	AL	810612U
AC1672	AL	810612V
AC1673	AL	810612W
AC1674	AL	810612X
AC1675	AL	810612Y
AC1676	AL	810612Z
AC1677	AL	810612AA
AC1678	AL	810612BB
AC1679	AL	810612CC
AC1680	AL	810612DD
AC1681	AL	810612EE
AC1682	AL	810612FF
AC1683	AL	810612GG
AC1684	AL	810612HH
AC1685	AL	810612II
AC1686	AL	810612JJ
AC1687	AL	810612KK
AC1688	AL	810612LL
AC1689	AL	810612MM
AC1690	AL	810612NN
AC1691	AL	810612OO
AC1692	AL	810612PP

AC1693	AL	810612QQ
AC1694	AL	810607A
AC1695	AL	810607B
AC1696	AL	810607C
AC1697	AL	810607D
AC1698	AL	810607E
AC1699	AL	810607F
AC1700	AL	810607G
AC1701	AL	810607H
AC1702	AL	810607I
AC1703	AL	810607J
AC1704	AL	810607K
AC1705	AL	810607L
AC1706	AL	810607M
AC1707	AL	810607N
AC1708	AL	810607O
AC1709	AL	810607P
AC1710	AL	810607Q
AC1711	AL	810607R
AC1712	AL	810607S
AC1713	AL	810607T
AC1714	AL	810607U
AC1715	AL	810607V
AC1716	AL	810607W
AC1717	AL	810607X
AC1718	AL	810607Y
AC1719	AL	810607Z
AC1720	AL	810607AA
AC1721	AL	810607BB
AC1722	AL	810607CC
AC1723	AL	810607DD
AC1724	AL	810607EE
AC1725	AL	810607FF
AC1726	AL	810607GG
AC1727	AL	810607HH
AC1728	AL	810607II
AC1729	AL	810607JJ
AC1730	AL	810607KK
AC1731	AL	810607LL
AC1732	AL	810607MM
AC1733	AL	810607NN
AC1734	AL	810607OO
AC1735	AL	810607PP
AC1736	AL	810607QQ
AC1737	AL	810608A
AC1738	AL	810608B
AC1739	AL	810608C
AC1740	AL	810608D
AC1741	AL	810608E
AC1742	AL	810608F
AC1743	AL	810608G
AC1744	AL	810608H
AC1745	AL	810608I
AC1746	AL	810608J
AC1747	AL	810608K
AC1748	AL	810608L
AC1749	AL	810608M
AC1750	AL	810608N

AC1751	AL	810608O
AC1752	AL	810608P
AC1753	AL	810608Q
AC1754	AL	810608R
AC1755	AL	810608S
AC1756	AL	810608T
AC1757	AL	810608U
AC1758	AL	810608V
AC1759	AL	810608W
AC1760	AL	810608X
AC1761	AL	810608Y
AC1762	AL	810608Z
AC1763	AL	810608AA
AC1764	AL	810608BB
AC1765	AL	810608CC
AC1766	AL	810608DD
AC1767	AL	810608EE
AC1768	AL	810608FF
AC1769	AL	810608GG
AC1770	AL	810608HH
AC1771	AL	810608II
AC1772	AL	810608JJ
AC1773	AL	810608KK
AC1774	AL	810608LL
AC1775	AL	810608MM
AC1776	AL	810608NN
AC1777	AL	810608OO
AC1778	AL	810608PP
AC1779	AL	810608QQ
AC1783	AL	0014AL
AC1784	AL	0015AL
AC1785	AL	0016AL
AC1786	AL	0017AL
AC1787	AL	0018AL
AC1788	AL	0019AL
AC1789	AL	0020AL
AC1790	AL	0021AL
AC1791	AL	0022AL
AC1792	AL	0023AL
AC1793	AL	0024AL
AC1794	AL	0025AL
AC1795	AL	0026AL
AC1796	AL	0027AL
AC1797	AL	0028AL
AC1798	AL	0029AL
AC1799	AL	0030AL
AC1800	AL	0031AL
AC1801	AL	0032AL
AC1802	AL	0033AL
AC1803	AL	0034AL
AC1804	AL	0035AL
AC1805	AL	0036AL
AC1806	AL	0037AL
AC1807	AL	0038AL
AC1808	AL	0039AL
AC1809	AL	0040AL
AC1810	AL	0041AL
AC1811	AL	0042AL

AC1812	AL	0043AL
AC1813	TC	412551J
AC1819	TC	90996A
AC1820	TC	90996B
AC1821	CO	90996C
AC1822	CO	90996D
AC1823	CO	90996E
AC1824	CO	90996F
AC1825	CO	90996G
AC1826	CO	90996H
AC1827	CO	90996I
AC1828	CO	90996J
AC1829	CO	90996K
AC1831	TC	412552A
AC1832	TC	412552B
AC1833	TC	412552C
AC1834	TC	412552D
AC1835	TC	412552E
AC1836	TC	412552F
AC1837	TC	412552G
AC1838	TC	412552H
AC1839	TC	412552I
AC1840	TC	412552J
AC1843	NC	293140A
AC1847	GV	224103A
AC1848	GV	224103B
AC1850	NC	290434A
AC1851	NC	292412A
AC1852	AL	0045AL
AC1853	AL	0045AL
AC1854	AL	0045AL
AC1855	AL	0045AL
AC1857	AL	0045AL
AC1858	AL	0045AL
AC1859	AL	0045AL
AC1860	AL	0045AL
AC1861	AL	0045AL
AC1862	AL	0045AL
AC1863	AL	0045AL
AC1869	AL	0045AL
AC1870	AL	0045AL
AC1871	AL	0045AL
AC1872	AL	0045AL
AC1873	AL	0045AL
AC1874	AL	0045AL
AC1877	AL
AC1878	AL	811681A
AC1879	AL	811681B
AC1880	AL	811681C
AC1881	AL	811681C
AC1882	AL	811681C
AC1883	AL	811681C
AC1884	AL	811681C
AC1885	AL	811681C
AC1886	AL	811681C
AC1887	AL	811681C
AC1888	AL	811681C
AC1889	AL	811681C

AC1890	AL	811681C
AC1891	AL	811681N
AC1892	AL	811681N
AC1893	AL
AC1894	AL
AC1895	AL
AC1898	AL
AC1899	AL
AC1900	AL
AC1901	AL
AC1902	AL
AC1903	AL
AC1904	AL
AC1905	AL
AC1906	AL
AC1907	AL
AC1908	AL
AC1909	AL
AC1910	AL
AC1911	AL
AC1912	AL
AC1913	AL
AC1914	AL
AC1915	AL
AC1916	AL
AC1917	AL
AC1918	AL
AC1919	AL
AC1920	AL
AC1921	AL
AC1922	AL
AC1923	AL
AC1924	AL
AC1925	AL
AC1926	AL
AC1927	AL
AC1928	AL
AC1929	AL
AC1930	AL
AC1931	AL
AC1932	AL
AC1933	AL
AC1934	AL
AC1935	AL
AC1936	AL
AC1937	AL
AC1938	AL
AC1939	AL
AC1940	AL
AC1941	AL
AC1942	AL
AC1943	AL
AC1944	AL
AC1945	AL
AC1949	AL
AC1950	AL
AC1951	AL
AC1952	AL

AC1953	AL
AC1954	AL
AC1955	AL
AC1956	AL
AC1957	AL
AC1958	AL
AC1959	AL
AC1960	AL
AC1961	AL
AC1962	AL
AC1963	AL
AC1964	AL
AC1965	AL
AC1966	AL
AC1967	AL
AC1968	AL
AC1969	AL
AC1970	AL
AC1971	AL
AC1972	AL
AC1973	AL
AC1974	AL
AC1975	AL
AC1976	AL
AC1977	AL
AC1978	AL
AC1979	AL
AC1980	AL
AC1981	AL
AC1982	AL
AC1983	AL
AC1984	AL
AC1985	AL
AC1986	AL
AC1987	AL
AC1988	AL
AC1989	AL
AC1990	AL
AC1991	AL
AC1992	AL
AC1993	AL
AC1994	AL
AC1995	AL
AC1996	AL
AC1997	AL
AC1998	AL
AC1999	AL
AC2000	AL
AC2001	AL
AC2002	AL
AC2003	AL
AC2004	AL
AC2005	AL
AC2006	AL
AC2007	AL
AC2008	AL
AC2009	AL
AC2010	AL

AC2011	AL
AC2012	AL
AC2013	AL
AC2014	AL
AC2015	AL
AC2016	AL
AC2017	AL
AC2018	AL
AC2019	AL
AC2020	AL
AC2021	AL
AC2022	AL
AC2023	AL
AC2024	AL
AC2025	AL
AC2026	AL
AC2027	AL
AC2028	AL
AC2029	AL
AC2030	AL
AC2031	AL
AC2032	AL
AC2033	AL
AC2034	AL
AC2035	AL
AC2036	AL
AC2037	AL
AC2038	AL
AC2039	AL
AC2040	AL
AC2041	AL
AC2042	AL
AC2043	AL
AC2044	AL
AC2045	AL
AC2046	AL
AC2047	AL
AC2048	AL
AC2049	AL
AC2050	AL
AC2051	AL
AC2052	AL
AC2053	AL
AC2054	AL
AC2055	AL
AC2056	AL
AC2057	AL
AC2058	AL
AC2059	AL
AC2060	AL
AC2061	AL
AC2062	AL
AC2063	AL
AC2064	AL
AC2065	AL
AC2066	AL
AC2067	AL
AC2068	AL

AC2069	AL
AC2070	AL
AC2071	AL
AC2072	AL
AC2073	AL
AC2074	AL
AC2075	AL
AC2076	AL
AC2077	AL
AC2078	AL
AC2079	AL
AC2080	AL
AC2081	AL
AC2082	AL
AC2083	AL
AC2084	AL
AC2085	AL
AC2086	AL
AC2087	AL
AC2088	AL
AC2089	AL
AC2090	AL
AC2091	AL
AC2092	AL
AC2093	AL
AC2094	AL
AC2095	AL
AC2096	AL
AC2097	AL
AC2098	AL
AC2099	AL
AC2100	AL
AC2101	AL
AC2102	AL
AC2103	AL
AC2104	AL
AC2105	AL
AC2106	AL
AC2107	AL
AC2108	AL
AC2109	AL
AC2110	AL
AC2111	AL
AC2112	AL
AC2113	AL
AC2114	AL
AC2115	AL
AC2116	AL
AC2117	AL
AC2118	AL
AC2119	AL
AC2120	AL
AC2121	AL
AC2122	AL
AC2123	AL
AC2124	AL
AC2125	AL
AC2126	AL

AC2127	AL
AC2128	AL
AC2129	AL
AC2130	AL
AC2131	AL
AC2132	AL
AC2133	AL
AC2134	AL
AC2135	AL
AC2136	AL
AC2137	AL
AC2138	AL
AC2139	AL
AC2140	AL
AC2141	AL
AC2142	AL
AC2143	AL
AC2144	AL
AC2145	AL
AC2146	AL
AC2147	AL
AC2148	AL
AC2149	AL
AC2150	AL
AC2151	AL
AC2152	AL
AC2153	AL
AC2154	AL
AC2155	AL
AC2156	AL
AC2157	AL
AC2158	AL
AC2159	AL
AC2160	AL
AC2161	AL
AC2162	AL
AC2163	AL
AC2164	AL
AC2165	AL
AC2166	AL
AC2167	AL
AC2168	AL
AC2169	AL
AC2170	AL
AC2171	AL
AC2172	AL
AC2173	AL
AC2174	AL
AC2175	AL
AC2176	AL
AC2177	AL
AC2178	AL
AC2179	AL
AC2180	AL
AC2181	AL
AC2182	AL
AC2183	AL
AC2184	AL

AC2185	AL
AC2186	AL
AC2187	AL
AC2188	AL
AC2189	AL
AC2190	AL
AC2191	AL
AC2192	AL
AC2193	AL
AC2194	AL
AC2195	AL
AC2196	AL
AC2197	AL
AC2198	AL
AC2199	AL
AC2200	AL
AC2201	AL
AC2202	AL
AC2203	AL
AC2204	AL
AC2205	AL
AC2206	AL
AC2207	AL
AC2208	AL
AC2209	AL
AC2210	AL
AC2211	AL
AC2212	AL
AC2213	AL
AC2214	AL
AC2215	AL
AC2216	AL
AC2217	AL
AC2218	AL
AC2219	AL
AC2220	AL
AC2221	AL
AC2222	AL
AC2223	AL
AC2224	AL
AC2225	AL
AC2226	AL
AC2227	AL
AC2228	AL
AC2229	AL
AC2230	AL
AC2231	AL
AC2232	AL
AC2233	AL
AC2234	AL
AC2235	AL
AC2236	AL
AC2237	AL
AC2238	AL
AC2239	AL
AC2240	AL
AC2241	AL
AC2242	AL

AC2243	AL
AC2244	AL
AC2245	AL
AC2246	AL
AC2247	AL
AC2248	AL
AC2249	AL
AC2250	AL
AC2251	AL
AC2252	AL
AC2253	AL
AC2254	AL
AC2255	AL
AC2256	AL
AC2257	AL
AC2258	AL
AC2259	AL
AC2260	AL
AC2261	AL
AC2262	AL
AC2263	AL
AC2264	AL
AC2265	AL
AC2266	AL
AC2267	AL
AC2268	AL
AC2269	AL
AC2270	AL
AC2271	AL
AC2272	AL
AC2273	AL
AC2274	AL
AC2275	AL
AC2276	AL
AC2277	AL
AC2278	AL
AC2279	AL
AC2280	AL
AC2281	AL
AC2282	AL
AC2283	AL
AC2284	AL
AC2285	AL
AC2286	AL
AC2287	AL
AC2288	AL
AC2289	AL
AC2290	AL
AC2291	AL
AC2292	AL
AC2293	AL
AC2294	AL
AC2295	AL
AC2296	AL
AC2297	AL
AC2300	AL
AC2301	AL
AC2302	AL

AC2303	AL
AC2304	AL
AC2305	AL
AC2306	AL
AC2307	AL
AC2308	AL
AC2309	AL
AC2310	AL
AC2311	AL
AC2312	AL
AC2313	AL
AC2314	AL
AC2315	AL
AC2316	AL
AC2317	AL
AC2318	AL
AC2319	AL
AC2320	AL
AC2321	AL
AC2322	AL
AC2323	AL
AC2324	AL
AC2325	AL
AC2326	AL
AC2327	AL
AC2328	AL
AC2329	AL
AC2330	AL
AC2331	AL
AC2332	AL
AC2333	AL
AC2334	AL
AC2335	AL
AC2336	AL
AC2337	AL
AC2338	AC
AC2339	AL
AC2340	AL
AC2341	AL
AC2342	AL
AC2343	AL
AC2344	AL
AC2345	AL
AC2346	AL
AC2347	AL
AC2348	AL
AC2349	AL
AC2350	AL
AC2351	AL
AC2352	AL
AC2353	AL
AC2354	AL
AC2355	AL
AC2356	AL
AC2357	AL
AC2358	AL
AC2359	AL
AC2360	AL

AC2361	AL
AC2362	AL
AC2363	AL
AC2364	AL
AC2365	AL
AC2366	AL
AC2367	AL
AC2368	AL
AC2369	AL
AC2370	AL
AC2371	AL
AC2372	AL
AC2373	AL
AC2374	AL
AC2375	AL
AC2376	AL
AC2377	AL
AC2378	AL
AC2379	AL
AC2380	AL
AC2381	AL
AC2382	AL
AC2383	AL
AC2384	AL
AC2385	AL
AC2386	AL
AC2387	AL
AC2388	AL
AC2389	AL
AC2390	AL
AC2391	AL
AC2392	AL
AC2393	AL
AC2394	AL
AC2395	AL
AC2396	AL
AC2397	AL
AC2398	AL
AC2399	AL
AC2400	AL
AC2401	AL
AC2402	AL
AC2403	AL
AC2404	AL
AC2405	AL
AC2406	AL
AC2407	AL
AC2408	AL
AC2409	AL
AC2410	AL
AC2411	AL
AC2412	AL
AC2413	AL
AC2414	AL
AC2415	AL
AC2416	AL
AC2417	AL
AC2418	AL

AC2419	AL
AC2420	AL
AC2421	AL
AC2422	AL
AC2423	AL
AC2424	AL
AC2425	AL
AC2426	AL
AC2427	AL
AC2428	AL
AC2429	AL
AC2430	AL
AC2431	AL
AC2432	AL
AC2433	AL
AC2434	AL
AC2435	AL
AC2436	AL
AC2437	AL
AC2438	AL
AC2439	AL
AC2440	AL
AC2441	AL
AC2442	AL
AC2443	AL
AC2444	AL
AC2445	AL
AC2446	AL
AC2447	AL
AC2448	AL
AC2449	AL
AC2450	AL
AC2451	AL
AC2452	AL
AC2453	AL
AC2454	AL
AC2455	AL
AC2456	AL
AC2457	AL
AC2458	AL
AC2459	AL
AC2460	AL
AC2461	AL
AC2462	AL
AC2463	AL
AC2464	AL
AC2465	AL
AC2466	AL
AC2467	AL
AC2468	AL
AC2469	AL
AC2470	AL
AC2471	AL
AC2472	AL
AC2473	AL
AC2474	AL
AC2475	AL
AC2476	AL

AC2477	AL
AC2478	AL
AC2479	AL
AC2480	AL
AC2481	AL
AC2482	AL
AC2483	AL
AC2484	AL
AC2485	AL
AC2486	AL
AC2487	AL
AC2488	AL
AC2489	AL
AC2490	AL
AC2491	AL
AC2492	AL
AC2493	AL
AC2494	AL
AC2495	AL
AC2496	AL
AC2497	AL
AC2498	AL
AC2499	AL
AC2500	AL
AC2501	AL
AC2502	AL
AC2503	AL
AC2504	AL
AC2505	AL
AC2506	AL
AC2507	AL
AC2508	AL
AC2509	AL
AC2510	AL
AC2511	AL
AC2512	AL
AC2513	AL
AC2514	AL
AC2515	AL
AC2516	AL
AC2517	AL
AC2518	AL
AC2519	AL
AC2520	AL
AC2521	AL
AC2522	AL
AC2523	AL
AC2524	AL
AC2525	AL
AC2526	AL	809823TT
AC2527	AL	809823TT
AC2528	AL	809823TT
AC2529	AL	809823TT
AC2530	AL	809823TT
AC2531	AL	809823TT
AC2533	CO	12995A
AC2534	CO	12995B
AC2535	CO	12995C

AC2536	CO	12995D
AC2537	CO	12995E
AC2538	CO	13355A
AC2539	CO	13355D
AC2540	CO	13355C
AC2541	CO	13355B
AC2542	CO	13355E
AC2543	CO	13355F
AC2544	CO	COX001
AC2545	CO	COX002
AC2546	CO	COX003
AC2547	CO	COX004
AC2548	CO	COX005
AC2549	CO	COX006
AC2550	CO	COX007
AC2551	CO	COX008
AC2552	TC	90996A
AC2553	TC	90996B
AC2554	TC	90996C
AC2555	TC	90996D
AC2556	TC	90996E
AC2557	TC	90996F
AC2558	TC	90996G
AC2559	TC	90996H
AC2560	TC	90996J
AC2561	TC	90096I
AC2562	NC	WMU0007
AC2564	GV	232022A
AC2565	GV	232022B
AC2566	GV	231988A
AC2567	GV	231988B
AC2568	GV	N/A
AC2569	GV	N/A
AC2570	ZZ	16'JIB
AC2571	ZZ	16'JIB
AC2572	TC	403665
AC2573	AL	K42409
AC2574	AL	K42414
AC2575	AL	K23614
AC2576	AL	K42325
AC2577	AL	K
AC2578	AL	K
AC2579	AL	K
AC2580	AL	K
AC2585	TC	328075
AC2586	MN	186137
AC2587	MN	186263
AC2588	MN	186266
AC2589	MN	186299
AC2590	MN	186268
AC2592	MN	186297
AC2593	MN	186295
AC2595	MN	186298
AC2596	TC	336704
AC2597	TC	336702
AC2598	TC	327730
AC2599	TC	333776
AC2600	TC	327736

AC2601	TC	309814
AC2602	TC	336695
AC2603	TC	327713
AC2604	TC	328661
AC2605	TC	327729
AC2606	TC	314472
AC2607	TC	301852
AC2608	TC	305020
AC2609	TC	408940
AC2610	TC	410455
AC2611	TC	404552
AC2612	TC	No SN#s
AC2613	TC	404673
AC2614	MC	99509
AC2616
AC2617
AC2618	ZZ	N/A
AC2619	TC	N/A
AC2620	TC	N/A
AC2621	TC	QR-20108
AC2622	TC	QR-20109
AC2626	TC	No SN#s
AC2627	TC	No SN#s
AC2628	TC	No SN#s
AC2629	TC	No SN#s
AC2630	TC	No SN#s
AC2633		404675H
AC2634		404675H
AC2635		404675H
AC2636		403665F
AC2637		403665F
AC2638		403665F
AC2639		403665F
AC2640		404675I
AC2641		404675I
AC2642		404675I
AC2643		410454G
AC2644		410454G
AC2645		410454G
AC2646		410454G
AC2647		410454G
AC2648		410454G
AC2649		410454G
AC2650		404649H
AC2651		404649H
AC2652		404649H
AC2653		404548G
AC2654		404548G
AC2655		404548G
AC2656		No SN#s
AC2657		No SN#s
AC2658		No SN#s
AC2659		No SN#s
AC2660		No SN#s
AC2661		No SN#s
AC2662		No SN#s
AC2663		No SN#s
AC2664		No SN#s

AC2665		No SN#s
AC2666		No SN#s
AC2667		No SN#s
AC2668		No SN#s
AC2669		No SN#s
AC2670		No SN#s
AC2671		No SN#s
AC2672		No SN#s
AC2673		No SN#s
AC2674		No SN#s
AC2675		No SN#s
AC2676		No SN#s
AC2677		No SN#s
AC2678		No SN#s
AC2679		No SN#s
AC2680		No SN#s
AC2681		No SN#s
AC2682		No SN#s
AC2683		No SN#s
AC2684		No SN#s
AC2685		No SN#s
AC2686		404649G
AC2687		404649G
AC2688		404649G
AC2689		404548H
AC2690		404548H
AC2691		404548H
AC2692	TC	ARD-06/12-029
AC2694	TC	3100420
AC2695	TC	3175413
CC0013	MT	90132
CC0014	MT	15010
CC0016	MT	150129
CC0017	MT	N/A
CC0018	MT	150-130
CC0019	MT	150-133
CC0022	MT	90-142
CC0023	MT	90-143
EL0002	AL	809822
EL0003	AL	809823
EL0004	AL	809824
EL0005	AL	809825F
EL0006	AL	810609
EL0007	AL	810610
EL0008	AL	810607
EL0009	AL	810608
EL0010	AL	810611
EL0011	AL	810612
EL0012	AL	811681
EL0013	AL	23686
EL0014	AL	23686
EL0015	AL	23614
EL0016	AL	23620
EL0017	AL	23672
EL0018	AL	23655
EL0019	AL	23616
EL0020	AL	23615
IC0001	GV	71175

IC0002	GV	73547
IC0003	GV	82260
IC0004	GV	83785
IC0005	GV	83884
IC0007	GV	87316
IC0011	GV	220045
IC0012	GV	69746
IC0016	BR	51488
IC0017	BR	51508
IC0018	BR	158638
IC0019	GV	320648
IC0020	GV	320416
IC0025	BR	C0025
IC0026	BR	C0026
IC0027	BR	214037200
IC0028	BR	214239200
RT0054	GV	84922
RT0072	GV	87136
RT0083	GV	87419
RT0168	GV	83553
RT0177	GV	224066
RT0179	GV	76846
RT0180	GV	224103
RT0184	GV	224358
RT0189	GV	224388
RT0214	GV	224951
RT0223	GV	225663
RT0264	GV	226007
RT0265	GV	226142
RT0272	GV	225602
RT0274	GV	225330
RT0277	GV	226444
RT0280	GV	227193
RT0283	GV	227198
RT0284	GV	227664
RT0285	GV	227194
RT0287	GV	226985
RT0288	GV	226370
RT0291	GV	227640
RT0294	GV	227311
RT0296	GV	227719
RT0300	GV	227725
RT0301	GV	227723
RT0310	GV	227199
RT0313	GV	228572
RT0314	GV	227753
RT0316	GV	228417
RT0320	GV	228356
RT0323	GV	227310
RT0325	GV	228293
RT0326	GV	228325
RT0328	GV	228349
RT0330	GV	228269
RT0331	GV	229119
RT0332	GV	228365
RT0334	GV	228319
RT0335	GV	228350
RT0337	GV	228359

RT0338	GV	228573
RT0345	GV	228313
RT0352	GV	228353
RT0355	GV	229492
RT0356	GV	230473
RT0357	GV	230734
RT0359	GV	230731
RT0360	GV	230418
RT0361	GV	230724
RT0362	GV	230725
RT0363	GV	228314
RT0366	GV	224292
RT0367	GV	224548A
RT0369	GV	231622
RT0370	TX	1T9Rt500CBW160426
RT0371	GV	231842
RT0380	TA	561491
RT0384	GV	231589
RT0385	GV	T0385
RT0386	GV	T0386
RT0387	TX	T0387
RT0388	TX	1T9RT500LBW160504
RT0389	GV	232020
RT0390	GV	80023350
RT0393	TA	547367
RT0394	TA	547401
RT0395	TA	547416
RT0397	TA	547415
RT0398		232032
RT0399		231768
RT0400	TA	1T9RT500TBW160508
RT0401	GV	232031
RT0402	TA	547472
RT0403	TA	547454
RT0408	TA	547510
RT0409	GV	232030
RT0411	GV	228318
RT0414	TA	547861
RT0415	SA	12RC00551262
RT0416	SA	12RC00551820
RT0417	TA	547884
RT0422	SA	12RC00351283
RT0424	TA	540776
RT0425	TA	540778
RT0436		13RC00750039
TC0001	TC	1600018
TC0008	TC	88674
TC0009	TC	95087
TC0016	TC	97188
TC0017	TC	88934
TC0020	TC	88712
TC0021	TC	95196
TC0027	TC	100000
TC0028	TC	99509
TC0029	TC	99085
TC0032	TC	400542

TC0033	TC	400546
TC0034	TC	400363
TC0035	TC	88990
TC0037	TC	401442
TC0040	CO	12995
TC0041	CO	13014
TC0042	CO	13296
TC0043	TC	90996
TC0044	TC	90569
TC0048	TC	87792
TC0054	TC	87795
TC0057	TC	87333
TC0058	TC	87793
TC0060	TC	95192
TC0061	TC	88714
TC0062	TC	88992
TC0068	TC	87794
TC0071	CO	13878
TC0075	TC	400762
TC0076	CO	13355
TC0080	TC	402113
TC0082	TC	401259
TC0084	TC	88986
TC0085	TC	88666
TC0088	TC	401270
TC0090	TC	404565
TC0094	TC	403020
TC0095	TC	402342
TC0096	TC	403692
TC0097	TC	402910
TC0098	TC	403358
TC0099	TC	400755
TC0101	TC	403665
TC0105	TC	403656
TC0106	TC	84276
TC0110	TC	403022
TC0111	TC	403355
TC0112	TC	404552
TC0113	TC	404717
TC0114	TC	403694
TC0115	TC	404718
TC0116	TC	404559
TC0119	TC	405145
TC0121	TC	86869
TC0123	TC	404735
TC0124	TC	404561
TC0125	TC	404719
TC0126	TC	404728
TC0127	TC	404546
TC0128	TC	404740
TC0132	TC	404548
TC0133	TC	408356
TC0134	TC	404737
TC0135	TC	404673
TC0137	TC	405714
TC0140	TC	405746
TC0142	TC	404563
TC0143	TC	404675

TC0144	TC	404649
TC0145	TC	404750
TC0146	TC	408940
TC0147	TC	408979
TC0150	TC	408357
TC0151	TC	408760
TC0152	TC	408761
TC0153	TC	404741
TC0157	TC	407770
TC0158	TC	410570
TC0159	TC	410454
TC0160	TC	409176
TC0161	TC	409762
TC0163	TC	410468
TC0164	TC	410455
TC0165	TC	409780
TC0167	TC	410943
TC0168	TC	410944
TC0169	TC	410092
TC0171	TC	405747A
TC0172	TC	412551
TC0173	TC	410982
TC0174	TC	410571
TC0175	TC	412552
TC0177	TC	405724
TC0178	TC	410182
AC0103	TC	88673B
AC0137	TC	90J215M10046382
AC0216	TC	27535
AC0364	TC	CJ125M
AC0471	TC	90J215MY0046348
AC0472	TC	90J215MY0046353
AC0531	ZZ	SUPERCAGE
AC1283	ZZ	96493
AC2693	TC	N/A
FL0026	LL	97Y16P22233
FL0227	GL	160001672
FL0287	LL	160026388
FL0310	SL	11054
FL0313	GL	160024092
FL0314	US	251
FL0315	SL	9118
MB0056	MB	40290
MB0196	MB	42806
MB0197	MB	43528
MS0045	MS
MS0047	MS	37671
MS0088	MS	40107
MS0130	MS	42622
MS0172	MS	42178
MS0174	MS	42184
MS0419	MS	33659
MS0593	JS	200165887
MS0596	JS	200157564
MS0603	JS	200157526
MS0681	JS	200135911
RT0001	DR	6225345
RT0181	GV	49928

Coast Crane Ltd.

Equip #	Mk	S/N
AC0129	TC	88715A
AC0131	TC	92006A
AC0145	TC	TESTWEIGHTS
AC0146	ZZ	MATS
AC0147	ZZ	CHAIN RIGGING
AC0156	ZZ	SLING
AC0209	TC	400546F
AC0210	TC	400546G
AC0336	ZZ	7500591
AC0350	ZZ	7400319
AC0528	ZZ	REMOTE CONTROL
AC0567	TC	403686C
AC0626	ZZ	40031A
AC0627	ZZ	403704A
AC0628	ZZ	97185A
AC0629	ZZ	99087A
AC0679	TA	407004
AC0689	TC	404669C
AC0690	TC	404669D
AC0813	TC	1
AC0948	TC	1
AC0949	ZZ	400301/88675
AC1272	ZZ	91094A
AC1281	ZZ	1FORTGT11
AC1302	TC	408939A
AC1393	ZZ	NONE
AC1395	ZZ	NONE
AC1436	ZZ	1010019351
AC1437	ZZ	1010019349
AC1444	ZZ	800347
AC1454	ZZ	NONE
AC1457	ZZ	1FORTGT15
AC1458	ZZ	1FORTGT16
AC1461	ZZ	NONE
AC1462	ZZ	NONE
AC1493	ZZ	NONE
AC1494	ZZ	NONE
AC1495	ZZ	NONE
AC1503	TC	404537B
AC1504	TC	404537C
AC1505	TC	404537D
AC1506	TC	404537E
AC2591	MN	ACOTHER
AC2594	MN	ACOTHER
RT0392	TA	547363
RT0404	TA	547466
RT0405	TA	547500
RT0406	TA	547505
RT0410	TA	547522
RT0413	TA	561630
RT0418	TA	547887
RT0419	TA	547890

TC0059	TC	88675
TC0093	TC	91094
TC0100	TC	403704
TC0117	TC	405730
TC0122	TC	404669
TC0162	TC	410830
TC0166	TC	411924
TC0170	TC	404537
TC0176	TC	410090
AC0130	TC	88715B
AC0568	TC	403686B
AC0569	TC	403686A
FL0208	KL	581315A
MS0229	MS	42169

Schedule 5.1Liens

The Properties of the US Borrower are encumbered by Liens represented by the following UCC financing statements:

Creditor	Financing Statement No.	Filing Date
De Lage Landen Financial Services, Inc.	92046248	6/25/2009
Sany America, Inc.	2012 3852664	10/5/2012
Sany America, Inc.	20122883652	7/26/2012
Sany America, Inc.	20124726008	12/6/2012
Sany America, Inc.	20130337163	1/25/2013

Schedule 5.4Investments

Ownership of 100 shares of Coast Crane Ltd.

Schedule 5.5Indebtedness

Creditor	Amount
De Lage Landen Financial Services, Inc.	$1,795,741
Sany America, Inc.	$1,584,850

Schedule 5.6Transactions with Affiliates

Intercompany loans by US Borrower to Canadian Borrower in the amount of $1,529,901

Schedule 5.9Contingent Obligations

None.

EXHIBIT 11.1(b)
toCREDIT AGREEMENT

FORM OF BORROWING BASE CERTIFICATE

Coast Crane Company
Coast Crane Ltd.

Date: ___________, ________

This certificate (this “Borrowing Base Certificate”) is given by Coast Crane Company, a Delaware corporation (the “US Borrower”), and Coast Crane Ltd., a British Columbia corporation (the “Canadian Borrower” and together with the US Borrower, each a “Borrower” and collectively, the “Borrowers”), pursuant to subsection 4.2(d) of that certain Second Amended and Restated Credit Agreement, dated as of March 12, 2013, among the US Borrower, the Canadian Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders and other Secured Parties (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned is duly authorized to execute and deliver this Borrowing Base Certificate on behalf of each Borrower. By executing this Borrowing Base Certificate such officer of each Borrower hereby certifies to Agent and Lenders on behalf of the Borrowers and without personal liability that:

(a)Attached hereto as Schedule 1 is a calculation of the US Borrowing Base as of the above date;

(b)Based on such Schedule 1, the US Borrowing Base as of the above date is:

$[_____]

(c)Attached hereto as Schedule 1 is a calculation of the Canadian Borrowing Base as of the above date;

(d)Based on such Schedule 1, the Canadian Borrowing Base as of the above date is:

$[_____]

(e)Based on Schedule 1, the US Borrowing Base plus the Canadian Borrowing Base as of the above date is:

$[_____]

IN WITNESS WHEREOF, the Borrowers have caused this Borrowing Base Certificate to be executed by its [________] this [__ day of _____, 20__].

US BORROWER

COAST CRANE COMPANY

By:     

Its:     

CANADIAN BORROWER

COAST CRANE LTD.

By:     

Its:     

Schedule 1

[see attached]

EXHIBIT 1.1(c)
TO
CREDIT AGREEMENT

FORM OF L/C REQUEST

[NAME OF L/C ISSUER], as L/C Issuer
under the Credit Agreement referred to below

Attention:

____________, 20__

Re:    Coast Crane Company (the “US Borrower”)

Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The US Borrower hereby gives you notice, irrevocably, pursuant to Section 1.1(c)(ii) of the Credit Agreement, of its request for your Issuance of a Letter of Credit, in the form attached hereto, for the benefit of the US Borrower, in the amount of $ , to be issued on , ____ (the “Issue Date”) with an expiration date of _______________, ____.

The undersigned hereby certifies that, except as set forth on Schedule A attached hereto, the following statements are true on the date hereof and will be true on the Issue Date, both before and after giving effect to the Issuance of the Letter of Credit requested above and any Loan to be made or any other Letter of Credit to be Issued on or before the Issue Date:

(i)    the representations and warranties set forth in Article III of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(ii)    no Default or Event of Default has occurred and is continuing;

(iii)    the aggregate outstanding amount of the US Revolving Loans does not exceed the Maximum Revolving Loan Balance (except as provided in Section 1.1(b)(iii) of the Credit Agreement); and

(iv)    Availability is not less than zero and the Letter of Credit Obligations for all Letters of Credit does not exceed the L/C Sublimit.

IN WITNESS WHEREOF, the US Borrower has caused this Letter of Credit Request to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

COAST CRANE COMPANY

By:    

Name:

Title:

EXHIBIT 1.1(d)TO
CREDIT AGREEMENT

FORM OF SWINGLINE REQUEST

GENERAL ELECTRIC CAPITAL CORPORATION,

AS AGENT UNDER THE CREDIT AGREEMENT REFERRED TO BELOW

[Corporate Finance

201 Merritt 7

Norwalk, CT 06851

Attn: Portfolio Manager – Coast Crane Credit Facility]

_________________, ____

Re:    Coast Crane Company (the “US Borrower”)

Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, “Agent”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

The US Borrower hereby gives you irrevocable notice pursuant to Section 1.1(d)(ii) of the Credit Agreement that it requests Swing Loans under the Credit Agreement (the “Proposed Advance”) and, in connection therewith, sets for the following information:

A.    The date of the Proposed Advance is __________, ____ (the “Funding Date”).

B.    The aggregate principal amount of Proposed Advance is $.

The undersigned hereby certifies that, except as set forth on Schedule A attached hereto, the following statements are true on the date hereof both before and after giving effect to the Proposed Advance and any other Loan to be made or Letter of Credit to be issued on or before the Funding Date:

(i)    the representations and warranties set forth in Article III of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) with the same effect as though made on and as of such Funding Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(ii)    no Default or Event of Default has occurred; and

(iii)    the aggregate principal amount of the US Revolving Loans does not exceed the Maximum Revolving Loan Balance (except as provided in Section 1.1(b)(iii) of the Credit Agreement).

2

IN WITNESS WHEREOF, the US Borrower has caused this Swingline Request to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

COAST CRANE COMPANY

By:    

Name:

Title:

EXHIBIT 1.6
TO
CREDIT AGREEMENT

FORM OF NOTICE OF CONVERSION/CONTINUATION OF LOANS

GENERAL ELECTRIC CAPITAL CORPORATION

as Agent under the Credit Agreement referred to below

_____________, ____

Attention:

Re:    [Coast Crane Company (the “US Borrower”)][Coast Crane Ltd. (the “Canadian Borrower”)]

Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Coast Crane Company, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, “Agent”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

The [US] [Canadian] Borrower hereby gives you irrevocable notice, pursuant to Section 1.6(a) of the Credit Agreement of its request for the following:

(i)    a continuation, on , ____, as LIBOR Rate Loans having an Interest Period of [1][2][3] months of [Term Loan][US Revolving Loans][Canadian Revolving Loans] in an aggregate outstanding principal amount of $ having an Interest Period ending on the proposed date for such continuation;

(ii)    a conversion, on , ____, to LIBOR Rate Loans having an Interest Period of [1][2][3] months of [Term Loan][US Revolving Loans][Canadian Revolving Loans]in an aggregate outstanding principal amount of $ ; and

(iii)    a conversion, on , ____, to Base Rate Loans of [Term Loan][US Revolving Loans][Canadian Revolving Loans]in an aggregate outstanding principal amount of $.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

In connection herewith, the undersigned hereby certifies that, except as set forth on Schedule A attached hereto, no Default or Event of Default has occurred and is continuing on the date hereof, both before and after giving effect to any Loan to be made or Letter of Credit to be Issued on or before any date for any proposed conversion or continuation set forth above.

[COAST CRANE COMPANY][COAST CRANE, LTD.]

By:     

Name:

Title:

EXHIBIT 2.1
TO
CREDIT AGREEMENT

CLOSING CHECKLIST

[see attached]

EXHIBIT 4.2(b)

TO

CREDIT AGREEMENT

FORM OF COMPLIANCE CERTIFICATE

COAST CRANE COMPANY AND COAST CRANE LTD.

Date: _____________, 201_

This Compliance Certificate (this “Certificate”) is given by Coast Crane Company, a Delaware corporation (the “US Borrower”), and Coast Crane Ltd., a British Columbia corporation (the “Canadian Borrower” and together with the US Borrower collectively, the “Borrowers”), pursuant to subsection 4.2(b) of that certain Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, the Canadian Borrower, CC Acquisition Holding Corp., a Delaware corporation (“Holdings”), the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

(v)The officer executing this Certificate is a Responsible Officer of Holdings and as such is duly authorized to execute and deliver this Certificate on behalf of Holdings. By executing this Certificate, such officer hereby certifies to the Agent, the Lenders and the L/C Issuers, on behalf of Holdings, that: the financial statements delivered with this Certificate in accordance with subsection [4.1(a)] [4.1(b)] [4.1(c)] of the Credit Agreement are correct and complete and fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries as of the dates of and for the periods covered by such financial statements (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures);

(vi)to the best of such officer’s knowledge, each Credit Party and each of their Subsidiaries, during the period covered by such financial statements, has observed and performed all of their respective covenants and other agreements in the Credit Agreement and the other Loan Documents to be observed or performed by them, and such officer does not have knowledge of any Default or Event of Default [except as specified on the written attachment hereto];

(vii)Exhibit A attached hereto is a correct calculation of the Fixed Charge Coverage Ratio covenant contained in Section 6.1 of the Credit Agreement;

(viii)Exhibit A-1 attached hereto is a correct calculation of the Modified Fixed Charge Coverage Ratio;

(ix)Exhibit B attached hereto is a correct calculation of Consolidated EBITDA;

(x)Exhibit C attached hereto is a correct calculation of the Capital Expenditures contained in Section 6.2 of the Credit Agreement;

(xi)since the Closing Date, and except as disclosed in prior Certificates delivered to the Agent, no Credit Party and no Subsidiary of any Credit Party has:

(A)changed its legal name, identity, jurisdiction of incorporation, organization or formation or organizational structure or formed or acquired any Subsidiary except as follows: ________________________________;

(B)acquired the assets of, or merged or consolidated with or into, any Person, except as follows: _________________________________; or

(C)changed its address or otherwise relocated, acquired fee simple title to any real property or entered into any real property leases, except as follows: ______________________________________________

(xii)[set forth on Exhibit D is a listing of all government contracts of the US Borrower and the Canadian Borrower subject to the Federal Assignment of Claims Act of 1940, Financial Administration Act (Canada) or any similar state or municipal law entered into in the prior Fiscal Quarter.] [[only required to be provided with respect to Compliance Certificates delivered pursuant to subsections 4.1 (a) and (b)]]

(xiii)[set forth on Exhibit E is a listing of all applications for the registration of any Patent, Trademark, Copyright or Design filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office, the CIPO or any similar office or agency entered into or filed in the prior Fiscal Quarter.] [[only required to be provided with respect to Compliance Certificates delivered pursuant to subsections 4.1 (a) and (b)]]

(xiv)[set forth on Exhibit F is updated Schedule 3.16 (which Schedule shall include the information required by Section 3.16 of the Credit Agreement).] [There has been no change to the information contained in Schedule 3.16 since such Schedule delivered [on the Closing Date] [on [_______________]].] [[only required to be provided with respect to Compliance Certificates delivered pursuant to subsections 4.1 (b)]]

(xv)[set forth on Exhibit G is an updated Schedule 3.1(b) (which Schedule shall include the information required by Section 3.1(b) of the Credit Agreement).] [There has been no change to the information contained in Schedule 3.1(b) since such Schedule delivered [on the Closing Date] [on [_________________]].] [[only required to be provided with respect to Compliance Certificates delivered pursuant to subsections 4.1 (c)]]

(xvi)[set forth on Exhibit H is an updated Schedule 3.31 (which Schedule shall include the information required by Section 3.31 of the Credit Agreement).] [There has been no change to the information contained in Schedule 3.31 since such Schedule delivered [on the Closing

Date] [on [_____________]].] [[only required to be provided with respect to Compliance Certificates delivered pursuant to subsection 4.1(c)]]

(xvii)[set forth on Exhibit I is a listing of all Equipment and/or Inventory owned by any US Credit Party that was moved to any location of, or transferred to, any Canadian Credit Party during the fiscal month then ended.] [[only required to be provided with respect to Compliance Certificates delivered pursuant to subsection 4.1(c)]]

[Remainder of page is intentionally left blank.]

IN WITNESS WHEREOF, the Borrowers have caused this Certificate to be executed by one of Holdings’ Responsible Officers this _____ day of __________________, 201_.

By:    

Its:    

Note: Unless otherwise specified, all financial covenants are calculated for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP and all calculations are without duplication.

EXHIBIT A TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Covenant 6.1 Fixed Charge Coverage

Fixed Charge Coverage Ratio is defined as follows:

Consolidated EBITDA (per Exhibit B)	$_________
Less: Gain (or Plus Loss)on sale of Equipment rented or held for rental in the Ordinary Course of Business to the extend included in the calculation of Consolidated EBITDA	$_________
Adjusted Consolidated EBITDA	$_________
Minus Net Capital Expenditures	$_________
Fixed Charges equals:
Consolidated Net Interest Expense (defined as gross interest expense for such period paid or required to be paid in cash (including all commissions, discounts, fees and other charges in connection with letters of credit and similar instruments and net amounts paid or payable and/or received or receivable under permitted Rate Contracts in respect of interest rates) for Holdings and its Subsidiaries on a consolidated basis).	$_________
Plus:
Scheduled principal payments of Indebtedness during such period	$_________
Taxes on or measured by income paid or payable in cash during such period	$_________
Fixed Charges total:	$_________
Fixed Charge Coverage Ratio (Adjusted Consolidated EBITDA minus Net Capital Expenditures divided by Fixed Charges)	$_________
Required Fixed Charge Coverage	1.20 to 1.00
In Compliance	Yes/No

EXHIBIT A-1 TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Modified Fixed Charge Coverage

Modified Fixed Charge Coverage Ratio is defined as follows:

Adjusted Consolidated EBITDA (per Exhibit A)	$_________
Fixed Charges (per Exhibit A):	$_________
Modified Fixed Charge Coverage Ratio (Adjusted Consolidated EBITDA divided by Fixed Charges)	$_________
Required Modified Fixed Charge Coverage	1.20 to 1.00
Delivery of thirteen week cash flow forecast required?	Yes/No

EXHIBIT B TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Consolidated EBITDA

“Consolidated EBITDA” is defined as follows:

Net income (or loss) for the applicable period of measurement of Holdings and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person which is not a Subsidiary of Holdings, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Subsidiaries in cash by such Person during such period and the payment of dividends or similar distributions by that Person is not at the time prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person; (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries; (c) the proceeds of any life insurance policy; (d) gains or losses from the sale, exchange, transfer or other disposition of Property or assets not in the Ordinary Course of Business of Holdings and its Subsidiaries, and related tax effects in accordance with GAAP; and (e) any other extraordinary gains or losses of Holdings or its Subsidiaries, and related tax effects in accordance with GAAP	$_________
Plus:All amounts deducted in calculating net income (or loss) for depreciation or amortization for such period	$_________
Interest expense (less interest income) deducted in calculating net $ income (or loss) for such period	$_________
All taxes on or measured by income to the extent deducted in calculating net income (or loss) for such period	$_________
All non-cash losses or expenses (or minus non-cash income or gain) included or deducted in calculating net income (or loss) for such period including, without limitation, any non-cash loss or expense (or income or gain) due to the application of FASB ASC 815-10 regarding hedging activity, FASB ASC 350 regarding impairment of good will, FASB ASC 480-10 regarding accounting for financial instruments with debt and equity characteristics, non-cash foreign currency exchange losses (or minus gains) and non-cash expenses deducted as a result of any grant of Stock or Stock Equivalents to employees, officers or directors, but excluding any non-cash loss or expense (a) that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period or (b) relating to a write-down, write off or reserve with respect to Accounts and Inventory	$_________
Fees and expenses incurred in connection with the negotiation, execution and delivery on the Closing Date of the Loan Documents, to the extent (i) deducted in the calculation of net income (or loss) $ for such period, and (ii) disclosed to the Agent	$_________
Fees and expenses paid to the Agent and Lenders in connection with the Loan Documents to the extent deducted in calculating net income (or loss) for such period	$_________
Consolidated EBITDA total:	$_________

EXHIBIT C TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Net Capital Expenditures

Net Capital Expenditures

Capital Expenditures (defined as the aggregate of all expenditures and obligations for the applicable period of measurement of Holdings and its Subsidiaries on a consolidated basis, which should be capitalized under GAAP):	$_________
Less(without duplication):
Capital Expenditures used for the purchase of new Equipment held for sale in the Ordinary Course of Business purchased after January 1, 2012 for which there is a signed customer purchase order or written agreement for purchase of such Equipment and is held for less than six (6) months:	$_________
Capital Expenditures relating to used Equipment which has been acquired in the Ordinary Course of Business for resale through trade-ins from customers after January 1, 2012 and is held for less than six (6) months in an amount not exceeding $1,000,000 for any applicable period:	$_________
Capital Expenditures to the extent financed with Indebtedness permitted under Section 5.5(d) of the Credit Agreement (excluding Capital Expenditures referred to in the preceding two clause above):	$_________
Net Proceeds from the sale of Equipment rented or held for rental in the Ordinary Course of Business:	$_________
Net Capital Expenditures:
Maximum Net Capital Expenditures
In Compliance:	Yes/No

EXHIBIT D TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Government Contracts

EXHIBIT E TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Intellectual Property Applications

EXHIBIT F TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Updated Schedule 3.16
(Intellectual Property)

EXHIBIT G TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Updated Schedule 3.1(b)
(Permits)

EXHIBIT H TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Updated Schedule 3.31
(Equipment)

EXHIBIT I TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE

Moved Equipment and/or Inventory

EXHIBIT 11.1(a)
TO
CREDIT AGREEMENT

FORM OF ASSIGNMENT

This ASSIGNMENT (this “Assignment”), dated as of the Effective Date, is entered into between (“Assignor”) and (“Assignee”).

The parties hereto hereby agree as follows:

Borrowers:	Coast Crane Company, a Delaware corporation (the “US Borrower”), and Coast Crane, Ltd., a British Columbia corporation (the “Canadian Borrower” and together with the US Borrower, collectively the “Borrowers”)
Agent:	General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (in such capacity and together with its successors and permitted assigns, the “Agent”)
Credit Agreement:	Second Amended and Restated Credit Agreement, dated as of March 12, 2013, among the Borrowers, CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement)
[Trade Date:	_________, ____]
Effective Date:	_________, ____]

Loan Commitment Assigned	Aggregate amount of Commitments or principal amount of Loans for all Lenders	Aggregate amount of Commitments or principal amount of Loans Assigned	Percentage Assigned
$______	$______	$______	___.____%
$______	$______	$______	___.____%
$______	$______	$______	___.____%

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Revolving Loan Commitment Assigned	Aggregate amount of Revolving Loan Commitments or principal amount of Loans for all Canadian Revolving Lenders	Aggregate amount of Revolving Loan Commitments or principal amount of Canadian Revolving Loans Assigned	Percentage Assigned
$______	$______	$______	___.____%
$______	$______	$______	___.____%
$______	$______	$______	___.____%

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Section 1.    Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

Section 2.    Representations, Warranties and Covenants of Assignor. Assignor (a) represents and warrants to Assignee and the Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) by executing signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an Authorized signer for the Assignor and is authorized to execute, sign and deliver this Assignment, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Revolving Loan Commitments, the percentage of the Loans and Revolving Loan Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Agent exchange such Notes for new Notes in accordance with Section 1.2 of the Credit Agreement.

Section 3.    Representations, Warranties and Covenants of Assignee. Assignee (a) represents and warrants to Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of [_____________], a Lender, and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an Authorized signer for the Assignor and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions

in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Section 4.    Determination of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 9.9 of the Credit Agreement, the Borrowers, this Assignment (including its attachments) will be delivered to the Agent for its acceptance and recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment by the Agent and (ii) the recording of this Assignment in the Register. The Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

Section 5.    Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the termination of the Commitments and payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

Section 6.    Distribution of Payments. On and after the Effective Date, the Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to Assignee.

Section 7.    Miscellaneous. (a) The parties hereto, to the extent permitted by law, waive all right to trial by jury in any action, suit, or proceeding arising out of, in connection with or relating to, this Assignment and any other transaction contemplated hereby. This waiver applies to any action, suit or proceeding whether sounding in tort, contract or otherwise.

(a)On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignor, Assignee, the Agent and their Related Persons and their successors and assigns.

(b)This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York.

(c)This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(d)Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR]
as Assignor

By:     

Name:
Title:

[NAME OF ASSIGNEE]
as Assignee

By:     

Name:

Title:

Lending Office for LIBOR Rate Loans:

[Insert Address (including contact name, fax number and e-mail address)]

Lending Office (and address for notices)
for any other purpose:

[Insert Address (including contact name, fax number and e-mail address)]

ACCEPTED and AGREED
this __ day of ______ _____:

GENERAL ELECTRIC CAPITAL CORPORATION
as Agent

By:    

Name:

Title:

COAST CRANE COMPANY⁷ 

By:    

Name:

Title:

COAST CRANE LTD.⁷ 

By:    

Name:

Title:

EXHIBIT 11.1(c)
TO
CREDIT AGREEMENT

FORM OF NOTICE OF BORROWING

GENERAL ELECTRIC CAPITAL CORPORATION

as Agent under the Credit Agreement referred to below

___________, ____

Attention:

Re:    [Coast Crane Company (the “US Borrower”)][Coast Crane Ltd. (the “Canadian Borrower”)]

Reference is made to the Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Coast Crane Company, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, the “Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The [US][Canadian] Borrower hereby gives you irrevocable notice, pursuant to Section 1.5 of the Credit Agreement of its request of a Borrowing of [US][Canadian] Revolving Loans (the “Proposed Borrowing”) under the Credit Agreement and, in that connection, sets forth the following information:

A.    The date of the Proposed Borrowing is __________, ____ (the “Funding Date”).

B.    The aggregate principal amount of requested [US][Canadian] Revolving Loans is $, of which $ consists of Base Rate Loans and $ consists of LIBOR Rate Loans having an initial Interest Period of [1][2][3] months.

The undersigned hereby certifies that, except as set forth on Schedule A attached hereto, the following statements are true on the date hereof and will be true on the Funding Date, both before and after giving effect to the Proposed Borrowing and any other Loan to be made or Letter of Credit to be Issued on or before the Funding Date:

(i)    the representations and warranties set forth in Article III of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material

respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(ii)    no Default or Event of Default has occurred and is continuing;

(iii)    the aggregate outstanding amount of US Revolving Loans does not exceed the Maximum Revolving Loan Balance (except as provided in Section 1.1(a)(iii) of the Credit Agreement); and

[(iv)    with respect to any Borrowing of Canadian Revolving Loans, after giving effect to any Canadian Revolving Loan, (x) the aggregate outstanding amount of the Canadian Revolving Loans would exceed the lesser of (1) the Canadian Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) or (2) the Canadian Revolving Loan Commitment then in effect less those Reserves imposed by Agent in its Permitted Discretion, or (y) the aggregate principal amount of all outstanding US Revolving Loans would exceed the Aggregate Revolving Loan Commitment then in effect less the sum of (i) those Reserves imposed by Agent in its Permitted Discretion, plus (ii) the aggregate amount of Letter of Credit Obligations, plus (iii) the outstanding Swing Loans, plus (iv) outstanding Canadian Revolving Loans.][[only required with respect to a Notice of Borrowing by Canadian Borrower]]

2

IN WITNESS WHEREOF, the [US][Canadian] Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

[COAST CRANE COMPANY][COAST CRANE LTD.]

By:    

Name:

Title:

3

EXHIBIT 11.1(d)
TO
CREDIT AGREEMENT

FORM OF CANADIAN REVOLVING LOAN NOTE

Lender: [NAME OF LENDER]        New York, New York

Principal Amount: $_______         ___________, 20__

FOR VALUE RECEIVED, the undersigned, Coast Crane Ltd., a British Columbia corporation (the “Canadian Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Canadian Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the Canadian Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.

The Canadian Borrower promises to pay interest on the unpaid principal amount of the Canadian Revolving Loans from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Canadian Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Agent (as defined below), at the address set forth in the Credit Agreement, in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Canadian Borrower, Coast Crane Company, CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and the L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, “Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of Canadian Revolving Loans by the Lender to the Canadian Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Canadian Borrower resulting from such Canadian Revolving Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial) and 11.2 (Other Interpretive Provisions) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the Canadian Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

COAST CRANE LTD.

By:    

Name:

Title:

EXHIBIT 11.1(e)
TO
CREDIT AGREEMENT

FORM OF US REVOLVING LOAN NOTE

Lender: [NAME OF LENDER]    New York, New York

Principal Amount: $_______________    ____________, 20__

FOR VALUE RECEIVED, the undersigned, Coast Crane Company, a Delaware corporation (the “US Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all US Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the US Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.

The US Borrower promises to pay interest on the unpaid principal amount of the US Revolving Loans from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the US Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Agent (as defined below), at the address set forth in the Credit Agreement, in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and the L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, “Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of US Revolving Loans by the Lender to the US Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the US Borrower resulting from such US Revolving Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial) and 11.2 (Other Interpretive Provisions) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the US Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

COAST CRANE COMPANY

By:    

Name:

Title:

EXHIBIT 11.1(f)
TO
CREDIT AGREEMENT

FORM OF SWINGLINE NOTE

New York, New York

Swingline Lender: General Electric Capital Corporation
Principal Amount: $_______________     _____________, 20__

FOR VALUE RECEIVED, the undersigned, Coast Crane Company, a Delaware corporation (the “US Borrower”), hereby promises to pay to the Swingline Lender set forth above (the “Swingline Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Swingline Loans (as defined in the Credit Agreement referred to below) of the Swingline Lender to the US Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.

The US Borrower promises to pay interest on the unpaid principal amount of the Swingline Loans from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the US Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Agent (as defined below), at the address set forth in the Credit Agreement, in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Second Amended and Restated Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, “Agent”) and as Swingline Lender. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of Swing Loans by the Swingline Lender to the US Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the US Borrower resulting from such Swingline Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial) and 11.2 (Other Interpretive Provisions) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the US Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

COAST CRANE COMPANY

By:    

Name:

Title:

EXHIBIT 11.1(g)
TO
CREDIT AGREEMENT

FORM OF TERM NOTE

New York, New York

Lender: [NAME OF LENDER]    
Principal Amount: $_______    ___________, 20__

FOR VALUE RECEIVED, the undersigned, Coast Crane Company, a Delaware corporation (the “US Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Term Loan (as defined in the Credit Agreement referred to below) of the Lender to the US Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.

The US Borrower promises to pay interest on the unpaid principal amount of the Term Loan from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the US Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Agent, at the address set forth in the Credit Agreement, in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Second Credit Agreement, dated as of March 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the US Borrower, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, “Agent”) and as Swingline Lender. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of the Term Loan by the Lender to the US Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the US Borrower resulting from such Term Loan being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial) and 11.2 (Other Interpretive Provisions) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the US Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

COAST CRANE COMPANY

By:    

Name:

Title:

EX-10.2

Exhibit 10.2

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

by and among

WELLS FARGO CAPITAL FINANCE, LLC,

as Administrative Agent,

WELLS FARGO CAPITAL FINANCE, LLC,

as Sole Lead Arranger and Sole Bookrunner,

THE LENDERS THAT ARE PARTIES HERETO

as the Lenders,

ESSEX HOLDINGS, LLC,

as Parent, and

ESSEX CRANE RENTAL CORP.

as Borrower

Dated as of March 15, 2013

TABLE OF CONTENTS

Page

1.DEFINITIONS AND CONSTRUCTION.    1

1.1.Definitions    1

1.2.Accounting Terms    1

1.3.Code    2

1.4.Construction    2

1.5.Time References    3

1.6.Schedules and Exhibits    3

2.LOANS AND TERMS OF PAYMENT.    3

2.1.Revolving Loans.    3

2.2.[Reserved.]    5

2.3.Borrowing Procedures and Settlements.    5

2.4.Payments; Reductions of Commitments; Prepayments.    11

2.5.Promise to Pay.    16

2.6.Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.    16

2.7.Crediting Payments    18

2.8.Designated Account    18

2.9.Maintenance of Loan Account; Statements of Obligations    18

2.10.Fees.    19

2.11.Letters of Credit.    19

2.12.LIBOR Option.    26

2.13.Capital Requirements.    28

2.14.Effect of Amendment and Restatement    29

2.15.Inter-Lender Assignments    30

3.CONDITIONS; TERM OF AGREEMENT.    30

3.1.Conditions Precedent to the Initial Extension of Credit    30

3.2.Conditions Precedent to all Extensions of Credit    30

3.3.Maturity    31

3.4.Effect of Maturity    31

3.5.Early Termination by Borrower    31

4.REPRESENTATIONS AND WARRANTIES.    32

4.1.Due Organization and Qualification; Subsidiaries.    32

4.2.Due Authorization; No Conflict.    33

4.3.Governmental Consents    33

4.4.Binding Obligations; Perfected Liens.    33

4.5.Title to Assets; No Encumbrances    34

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TABLE OF CONTENTS
(continued)

Page

4.6.Litigation.    34

4.7.Compliance with Laws    34

4.8.No Material Adverse Effect    34

4.9.Solvency.    35

4.10.Employee Benefits.    35

4.11.Environmental Condition    35

4.12.Complete Disclosure    36

4.13.Patriot Act    36

4.14.Indebtedness    37

4.15.Payment of Taxes    37

4.16.Margin Stock    37

4.17.Governmental Regulation    37

4.18.OFAC    37

4.19.Employee and Labor Matters    37

4.20.Parent as a Holding Company    38

4.21.Leases    38

4.22.Eligible Accounts    38

4.23.Eligible Equipment    38

4.24.Locations of Collateral and Chief Executive Office    38

4.25.Payable Practices    39

4.26.Hedge Agreements    39

4.27.Brokers Fees    39

4.28.Restrictions on Subsidiaries    39

4.29.Material Contracts    39

5.AFFIRMATIVE COVENANTS.    39

5.1.Financial Statements, Reports, Certificates    39

5.2.Reporting    40

5.3.Existence    40

5.4.Maintenance of Properties    40

5.5.Taxes    40

5.6.Insurance    40

5.7.Inspection.    41

5.8.Compliance with Laws    41

5.9.Environmental    41

5.10.Disclosure Updates    42

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TABLE OF CONTENTS
(continued)

Page

5.11.[Reserved.]    42

5.12.Further Assurances    42

5.13.Lender Meetings    43

5.14.Locations of Collateral and Chief Executive Office    43

5.15.Bank Products    43

5.16.Compliance with ERISA and the IRC    43

5.17.Collection of Accounts    43

5.18.Accounts Covenants.    44

5.19.Inventory Covenants    45

5.20.Equipment For Lease and Equipment Covenants    45

5.21.Real Property Covenants    46

6.NEGATIVE COVENANTS.    46

6.1.Indebtedness    46

6.2.Liens    46

6.3.Restrictions on Fundamental Changes    46

6.4.Disposal of Assets    47

6.5.Nature of Business    47

6.6.Prepayments and Amendments    47

6.7.Restricted Payments    48

6.8.Accounting Methods    48

6.9.Investments    48

6.10.Transactions with Affiliates    49

6.11.Use of Proceeds    49

6.12.Limitation on Issuance of Equity Interests    49

6.13.Limitation of Restrictions Affecting Subsidiaries    49

6.14.Parent as Holding Company    50

6.15.Employee Benefits.    50

7.FINANCIAL COVENANTS.    51

8.EVENTS OF DEFAULT.    51

8.1.Payments    51

8.2.Covenants    51

8.3.Judgments    52

8.4.Voluntary Bankruptcy, etc    52

8.5.Involuntary Bankruptcy, etc    52

8.6.Default Under Other Agreements    52

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TABLE OF CONTENTS
(continued)

Page

8.7.Representations, etc    53

8.8.Guaranty    53

8.9.Security Documents    53

8.10.Loan Documents    53

8.11.Change of Control    53

8.12.ERISA    53

8.13.Indictment    53

9.RIGHTS AND REMEDIES.    54

9.1.Rights and Remedies    54

9.2.Remedies Cumulative    55

10.WAIVERS; INDEMNIFICATION.    55

10.1.Demand; Protest; etc    55

10.2.The Lender Group's Liability for Collateral    55

10.3.Indemnification    55

11.NOTICES.    56

12.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.    57

13.ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.    59

13.1.Assignments and Participations.    59

13.2.Successors    62

14.AMENDMENTS; WAIVERS.    62

14.1.Amendments and Waivers.    62

14.2.Replacement of Certain Lenders.    64

14.3.No Waivers; Cumulative Remedies    65

15.AGENT; THE LENDER GROUP.    65

15.1.Appointment and Authorization of Agent    65

15.2.Delegation of Duties    66

15.3.Liability of Agent    66

15.4.Reliance by Agent    67

15.5.Notice of Default or Event of Default    67

15.6.Credit Decision    67

15.7.Costs and Expenses; Indemnification    68

15.8.Agent in Individual Capacity    69

15.9.Successor Agent    69

15.10.Lender in Individual Capacity    70

15.11.Collateral Matters.    70

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TABLE OF CONTENTS
(continued)

Page

15.12.Restrictions on Actions by Lenders; Sharing of Payments.    72

15.13.Agency for Perfection    72

15.14.Payments by Agent to the Lenders    72

15.15.Concerning the Collateral and Related Loan Documents    73

15.16.Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information    73

15.17.Several Obligations; No Liability    74

16.WITHHOLDING TAXES.    74

16.1.Payments    74

16.2.Exemptions.    75

16.3.Reductions.    76

16.4.Refunds    77

17.GENERAL PROVISIONS.    77

17.1.Effectiveness    77

17.2.Section Headings    77

17.3.Interpretation    77

17.4.Severability of Provisions    77

17.5.Bank Product Providers    77

17.6.Debtor-Creditor Relationship    78

17.7.Counterparts; Electronic Execution    78

17.8.Revival and Reinstatement of Obligations; Certain Waivers    79

17.9.Confidentiality.    79

17.10.Survival    81

17.11.Patriot Act    81

17.12.Integration    81

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EXHIBITS AND SCHEDULES

Exhibit A-1    Form of Assignment and Acceptance

Exhibit B-1    Form of Borrowing Base Certificate

Exhibit B-2    Form of Bank Product Provider Agreement

Exhibit C-1    Form of Compliance Certificate

Exhibit E-1    Form of Equipment Lease

Exhibit L-1    Form of LIBOR Notice

Schedule A-1    Agent's Account

Schedule A-2    Authorized Persons

Schedule C-1    Commitments

Schedule D-1    Designated Account

Schedule E-1    Existing Letters of Credit

Schedule P-1    Permitted Investments

Schedule P-2    Permitted Liens

Schedule R-1    Real Property Collateral

Schedule 3.1    Conditions Precedent

Schedule 4.1(b)    Capitalization of Borrower

Schedule 4.1(c)    Capitalization of Borrower's Subsidiaries

Schedule 4.1(d)    Subscriptions, Options, Warrants, Calls

Schedule 4.6    Litigation

Schedule 4.10    ERISA Matters

Schedule 4.11    Environmental Matters

Schedule 4.14    Permitted Indebtedness

Schedule 4.24    Locations of Collateral

Schedule 4.29    Material Contracts

Schedule 5.1    Financial Statements, Reports, Certificates

Schedule 5.2    Collateral Reporting

Schedule 6.5    Nature of Business

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of March 15, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO CAPITAL FINANCE, LLC, as sole lead arranger and sole bookrunner (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), ESSEX HOLDINGS, LLC, a Delaware limited liability company ("Parent"), and ESSEX CRANE RENTAL CORP., a Delaware corporation ("Borrower"). This Agreement shall be effective as of the Closing Date (as defined below) upon the satisfaction of the conditions set forth herein; effective on the Closing Date, this Agreement amends, restates, supersedes and replaces in its entirety that certain Second Amended and Restated Loan and Security Agreement dated March 6, 2008 (as amended or otherwise modified prior to the date hereof, the "Second Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders (which itself amended, restated, superseded and replaced in its entirety that certain Amended and Restated Loan and Security Agreement dated February 13, 2007 (as amended or otherwise modified prior to March 6, 2008, the "First Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders and which itself amended, restated, superseded and replaced in its entirety that certain Loan and Security Agreement dated September 22, 2004 (as amended or otherwise modified prior to February 13, 2007, the "Original Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders. Effective on the Closing Date, all Prior Obligations (as defined below) of Borrower owing under the Second Amended Loan Agreement shall continue to exist under, and be evidenced by, this Agreement.

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1.Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2.Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Borrower" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

1.3.Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4.Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms "includes" and "including" are not limiting, and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations,

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amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorney's fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person's successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5.Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Central standard time or Central daylight saving time, as in effect in Chicago, Illinois on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to and including"; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.

1.6.Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2. LOANS AND TERMS OF PAYMENT.

2.1.Revolving Loans.

(a)Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender agrees (severally, not jointly or jointly and severally) to make revolving loans ("Revolving Loans") to Borrower in an amount at any one time outstanding not to exceed the lesser of:

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(i)such Lender's Commitment, and

(ii)such Lender's Pro Rata Share of an amount equal to the lesser of:

(A)the amount equal to (1) the Maximum Revolver Amount less (2) the Letter of Credit Usage at such time, and

(B)the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrower to Agent) less (2) the Letter of Credit Usage at such time.

(b)Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(c)Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), from time to time to establish and revise in good faith Reserves that reduce the amount of Loans and Letters of Credit that would otherwise be available to Borrower under the lending formula(s) provided for herein: (a) to reflect events, conditions, contingencies or risks which, as reasonably determined by Agent in good faith, adversely affect, or would have a reasonable likelihood of adversely affecting, either (i) the Collateral or (ii) the Liens and other rights of Agent or any Lender in the Collateral (including the enforceability, perfection and priority thereof), (b) to reflect Agent's good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any other Loan Party to Agent is or may have been incomplete, inaccurate or misleading in any material respect; provided, that unless an Event of Default is then in existence, Agent shall not institute a Reserve under this clause (b) without first providing Borrower with at least 10 days' prior notice thereof and an opportunity to discuss the same with Agent, (c) to reflect outstanding Letters of Credit or (d) in respect of any state of facts which Agent reasonably determines in good faith constitutes a Default or an Event of Default. Without limiting the generality of the foregoing, Reserves may be established to reflect (without duplication) (i) that dilution with respect to the Accounts (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of Borrower for such period) as calculated by Agent for any period is or is reasonably anticipated to be greater than five percent (5%), (ii) obligations, liabilities or indebtedness (contingent or otherwise) of Borrower or any other Loan Party to Agent, any Affiliate of Agent, any Lender or any Affiliate of any Lender arising under or in connection with any Bank Product Obligations of Borrower with such Person or as such Person may otherwise require in connection therewith to the extent that such obligations, liabilities or indebtedness constitute Obligations as such terms are defined herein or otherwise receive the benefit of the security interest of Agent in any Collateral, (iii) amounts due or to become due in respect of sales, use and/or withholding taxes, (iv) the full amount of any personal property taxes due or to become due relating to any property location in any jurisdiction in the United States, (v) that the liquidation value of the Eligible Equipment, or any category thereof, has decreased including any decrease attributable to a change in the nature, condition or mix thereof, and (vi) rental payments equal to three (3) month rentals, service charges or other amounts due to lessors of real or personal property (other than those Persons who have

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executed and delivered Collateral Access Agreements) or others in possession or control of Collateral to the extent Equipment, Equipment For Lease, Records or other Collateral are located in or on property or in their possession or control or such Records are needed to monitor or otherwise deal with Collateral; provided, that unless an Event of Default is then in existence, Agent shall not institute a Reserve under clause (v) above in an amount of $3,000,000 or more without providing Borrower with at least 10 days' prior notice thereof and an opportunity to discuss the same with Agent. To the extent Agent may revise the lending formulas used to determine the Borrowing Base or establish new criteria or revise existing criteria for Eligible Accounts or Eligible Equipment so as to address any circumstances, condition, event or contingency in a manner satisfactory to Agent, Agent shall not establish a Reserve for the same purpose. The amount of any Reserve established by Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve as determined by Agent in good faith. Upon establishing any Reserves, Agent shall give the Borrower simultaneous notice thereof; provided, however, to the extent the implementation of a Reserve (i) results in any Extraordinary Advances to the Borrower or (ii) causes a mandatory repayment under Section 2.4(e)(i), Agent shall give the Borrower five (5) days prior notice thereof.

2.2.[Reserved.]

2.3.Borrowing Procedures and Settlements.

(a)Procedure for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than 12:00 noon on the Business Day that is 1 Business Day prior to the requested Funding Date in the case of all other requests, specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 12:00 noon on the applicable Business Day. At Agent's election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(b)[Reserved].

(c)Making of Revolving Loans.

(i)After receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day that is 1 Business Day prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is 1 Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent's Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent's receipt of the proceeds of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Revolving Loan, if (1) one or more of the

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applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii)Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender's Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent's Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender's portion of such Borrowing for the Funding Date shall be for Agent's separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender's Revolving Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing.

(d)Protective Advances and Optional Overadvances.

(i)Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv), at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent's sole discretion, to make Revolving Loans to, or for the benefit of, Borrower, on behalf of the Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as "Protective Advances"). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed $8,750,000.

(ii)Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv), the Lenders hereby authorize Agent

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and Agent may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans to Borrower notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $8,750,000, and (B) after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the Lenders with Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Loans to Borrower to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrower, which shall continue to be bound by the provisions of Section 2.4(e)(1). Each Lender with a Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii)Each Protective Advance and each Overadvance (each, an "Extraordinary Advance") shall be deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances shall be repayable on demand, secured by Agent's Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent and the Lenders and are not intended to benefit Borrower (or any other Loan Party) in any way.

(iv)Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount; and (B) to the extent that the making of any Extraordinary Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount, such portion of such Extraordinary Advance shall be for Agent's sole and separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 2.4(b).

(e)Settlement. It is agreed that each Lender's funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the

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outstanding Revolving Loans. Such agreement notwithstanding, Agent and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans and the Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions:

(i)Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion at any time that the outstanding balance of unsettled Revolving Loans exceeds $4,000,000 or an Event of Default is continuing, (1) for itself, with respect to the outstanding Revolving Loans and Extraordinary Advances, and (2) with respect to Borrower's or its Subsidiaries' payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender's Pro Rata Share of the Revolving Loans (including Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Extraordinary Advances) made by a Lender is less than such Lender's Pro Rata Share of the Revolving Loans (including Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Extraordinary Advances and, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii)In determining whether a Lender's balance of the Revolving Loans and Extraordinary Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Revolving Loans and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral.

(iii)Between Settlement Dates, Agent, to the extent Extraordinary Advances are outstanding, may pay over to Agent any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances. During the period between Settlement Dates, Agent with respect to Extraordinary Advances, and each Lender with respect to

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the Revolving Loans other than Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Agent or the Lenders, as applicable.

(iv)Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

(f)Notation. Agent, as a non-fiduciary agent for Borrower, shall maintain a register showing the principal amount of the Revolving Loans owing to each Lender, including the Extraordinary Advances owing to Agent, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g)Defaulting Lenders.

(i)Notwithstanding the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender's benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to the Issuing Bank, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (B) second, to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender's portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (C) third, to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrower (upon the request of Borrower and subject to the conditions set forth in Section 3.2) as if such Defaulting Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (D) fourth, from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (J) of Section 2.4(b)(ii). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii) and (xi). The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Bank, and Borrower shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to Borrower). The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such

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Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent, Issuing Bank, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower, at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups' or Borrower's rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern.

(ii)If any Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:

(A)such Defaulting Lender's Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders' Revolving Loan Exposures plus such Defaulting Lender's Letter of Credit Exposure does not exceed the total of all Non-Defaulting Lenders' Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time;

(B)if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrower shall within one Business Day following notice by the Agent, cash collateralize such Defaulting Lender's Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided, that Borrower shall not be obligated to cash collateralize any Defaulting Lender's Letter of Credit Exposure if such Defaulting Lender is also the Issuing Bank;

(C)if Borrower cash collateralizes any portion of such Defaulting Lender's Letter of Credit Exposure pursuant to this Section 2.3(g)(ii), Borrower shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender's Letter of Credit Exposure during the period such Letter of Credit Exposure is cash collateralized;

(D)to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii), then the Letter of Credit Fees

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payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting Lenders' Letter of Credit Exposure;

(E)to the extent any Defaulting Lender's Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(g)(ii), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion of such Letter of Credit Exposure shall instead be payable to the Issuing Bank until such portion of such Defaulting Lender's Letter of Credit Exposure is cash collateralized or reallocated;

(F)so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender's Pro Rata Share of such Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii) or (y) the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank's risk with respect to the Defaulting Lender's participation in Letters of Credit; and

(G)Agent may release any cash collateral provided by Borrower pursuant to this Section 2.3(g)(ii) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender's Pro Rata Share of any Letter of Credit Disbursement that is not reimbursed by Borrower pursuant to Section 2.11(d).

(h)Independent Obligations. All Revolving Loans (other than Extraordinary Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.4.Payments; Reductions of Commitments; Prepayments.

(a)Payments by Borrower.

(i)Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent's Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii)Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such

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amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b)Apportionment and Application.

(iii)So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent's separate account or for the separate account of Issuing Bank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. Subject to Section 2.4(b)(iv), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrower shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(iv)At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:

(A)first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B)second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,

(C)third, to pay interest due in respect of all Protective Advances until paid in full,

(D)fourth, to pay the principal of all Protective Advances until paid in full,

(E)fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

(F)sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,

(G)seventh, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances) until paid in full,

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(H)eighth,

i.ratably, to pay the principal of all Revolving Loans until paid in full,

ii.to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof),

iii.ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause iii. during the continuation of the applicable Application Event) of the most recently established Reserve in respect of Bank Product Obligations to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof,

(I)ninth, to pay any other Obligations other than Obligations owed to Defaulting Lenders,

(J)tenth, ratably to pay any Obligations owed to Defaulting Lenders; and

(K)eleventh, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(v)Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(vi)In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(vii)For purposes of Section 2.4(b)(ii), "paid in full" of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account

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of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(viii)In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern.

(c)[Reserved.]

(d)Optional Prepayments. Borrower may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or penalty, subject to Borrower's obligation to pay any applicable Funding Losses pursuant to Section 2.12(b)(ii) hereof.

(e)Mandatory Prepayments.

(i)Borrowing Base. In the event that the sum of the aggregate principal amount of the Loans and the Letter of Credit Usage exceed the lesser of the Borrowing Base and the Maximum Revolver Amount, or the sum of the Loans and the Letter of Credit Usage exceed any sublimit for any component of the Borrowing Base, or the aggregate amount of the outstanding Letter of Credit Usage exceeds the sublimit for Letters of Credit set forth in Section 2.11(b), such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrower shall, upon demand by Agent or Required Lenders, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded.

(ii)Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (b), (e), (f), (g), (h), (i), (n), (o) or (p) of the definition of Permitted Dispositions), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, with respect to any such sale or disposition resulting from a casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such sale or disposition resulting from a casualty

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loss or condemnation shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

(iii)Extraordinary Receipts. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.

(iv)Excess Cash Flow. Within 10 days of delivery to Agent of audited annual financial statements pursuant to Section 5.1, commencing with the delivery to Agent of the financial statements for Borrower's fiscal year ended December 31, 2013 or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered pursuant to Section 5.1, within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 5.1, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 60% of the Excess Cash Flow of Borrower and its Subsidiaries for such fiscal year.

(v)Proceeds of Collateral. At all times, Agent shall have dominion over all amounts received by Borrower or any other Loan Party as proceeds of Collateral, pursuant to the cash management system described in Section 5.17. All proceeds of Collateral received by Agent shall be applied to the principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of such proceeds.

(f)Application of Payments.

(iii)Each prepayment pursuant to Section 2.4(e)(i) or 2.4(e)(v) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage, and such prepayments shall not reduce the Maximum Revolver Amount and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii).

(iv)Each prepayment pursuant to Section 2.4(e)(ii), 2.4(e)(iii), 2.4(e)(iv), or, if an Application Event shall have occurred and be continuing, Section 2.4(e)(i) or 2.4(e)(v), shall be applied, first, to the outstanding principal amount of the Revolving Loans (with a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage (with a corresponding permanent reduction in the Maximum Revolver Amount).

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2.5.Promise to Pay.

(a)Borrower agrees to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the applicable Lender Group Expenses were first incurred or (ii) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)). Borrower promises to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrower agrees that its obligations contained in the first sentence of this Section 2.5 shall survive payment or satisfaction in full of all other Obligations.

(b)Any Lender may request that any portion of its Commitments or the Loans made by it be evidenced by one or more promissory notes. In such event, Borrower shall execute and deliver to such Lender the requested promissory notes payable to the order of such Lender in a form furnished by Agent and reasonably satisfactory to Borrower. Thereafter, the portion of the Commitments and Loans evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

2.6.Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.

(a)Interest Rates. Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:

(v)if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and

(vi)otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

(b)Letter of Credit Fee. Borrower shall pay Agent (for the ratable benefit of the Lenders), a Letter of Credit fee (the "Letter of Credit Fee") (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the undrawn amount of all outstanding Letters of Credit.

(c)Default Rate. Upon the occurrence and during the continuation of an Event of Default and at the written election of Agent or the Required Lenders,

(vi)all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable thereunder, and

(vii)the Letter of Credit Fee shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

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(d)Payment. Except to the extent provided to the contrary in Section 2.10, Section 2.11(k) or Section 2.12(a), (i) all interest, all Letter of Credit Fees and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month and (ii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of (x) the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred or (y) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge to the Loan Account (A) on the first day of each month, all interest accrued during the prior month on the Revolving Loans hereunder, (B) on the first day of each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 2.10 (a) or (c), (D) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.10(b), (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred or accrued, the fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k), (G) as and when incurred or accrued, all other Lender Group Expenses, and (H) as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).

(e)Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f)Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7.Crediting Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of

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immediately available federal funds made to Agent's Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent's Account on a Business Day on or before 1:30 p.m. If any payment item is received into Agent's Account on a non-Business Day or after 1:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8.Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Bank is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d). Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Revolving Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.9.Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrower (the "Loan Account") on which Borrower will be charged with all Revolving Loans (including Extraordinary Advances) made by Agent or the Lenders to Borrower or for Borrower's account, the Letters of Credit issued or arranged by Issuing Bank for Borrower's account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrower or for Borrower's account. Agent shall make available to Borrower monthly statements regarding the Loan Account, including the principal amount of the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error or omission, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender Group unless, within 30 days after Agent first makes such a statement available to Borrower, Borrower shall deliver to Agent written objection thereto describing the error or errors contained in such statement.

2.10.Fees.

(a)Agent Fees. Borrower shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

(b)Unused Line Fee. Borrower shall pay to Agent, for the ratable account of the Lenders, an unused line fee (the "Unused Line Fee") in an amount equal to 0.375% per annum times the result of (i) the aggregate amount of the Commitments, less (ii) the average amount of the Revolver Usage during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the Obligations are paid in full and on the date on which the Obligations are paid in full.

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(c)Field Examination and Other Fees. Borrower shall pay to Agent field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of Borrower or its Subsidiaries, to establish electronic collateral reporting systems, or to appraise the Collateral, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, Borrower shall not be obligated to reimburse Agent for more than 3 field examinations during any 12 month period, or more than 3 appraisals of Equipment or Equipment For Lease during any 12 month period, of which one such appraisal shall be a written desk-top appraisal. All appraisals shall be reasonably acceptable to Agent in form, scope and methodology, as well as assumptions and other terms, shall be addressed to Agent and shall expressly permit Agent to rely thereon.

2.11.Letters of Credit.

(a)Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrower. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters of Credit in similar circumstances. Bank's records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of Parent or its Subsidiaries in respect of (x) a lease of real property to the extent that the face amount of such Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (y) an employment contract to the extent that the face amount of such Letter of Credit exceeds the highest compensation payable under such contract for a period of one year.

(b)Issuing Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested issuance:

(i)the Letter of Credit Usage would exceed $20,000,000, or

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(ii)the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans, or

(iii)the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the Revolving Loans at such time.

(c)In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing Bank shall not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender's Letter of Credit Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii), or (ii) the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to it and Borrower to eliminate the Issuing Bank's risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrower cash collateralizing such Defaulting Lender's Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally, Issuing Bank shall have no obligation to issue a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank refrain from the issuance of letters of credit generally or such Letter of Credit in particular, (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of Credit will or may not be in United States Dollars.

(d)Any Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Bank issued any Letter of Credit; provided that (i) until Agent advises any such Issuing Bank that the provisions of Section 3.2 are not satisfied, or (ii) unless the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Bank, such Issuing Bank shall be required to so notify Agent in writing only once each week of the Letters of Credit issued by such Issuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Bank may agree. Borrower and the Lender Group hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such Existing Letters of Credit were issued by Issuing Bank at the request of Borrower on the Closing Date. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Bank, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit, Borrower shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the Business Day such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Loan hereunder, Borrower's obligation to pay the amount of such Letter of Credit Disbursement to Issuing Bank shall be automatically converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt by Agent of any payment from Borrower pursuant to this paragraph, Agent shall distribute such payment to Issuing Bank or, to the extent

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that Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing Bank, then to such Lenders and Issuing Bank as their interests may appear.

(e)Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(d), each Lender agrees to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(d) on the same terms and conditions as if Borrower had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Bank the amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of Issuing Bank or the Lenders, Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Bank, in an amount equal to its Pro Rata Share of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of Issuing Bank, such Lender's Pro Rata Share of any Letter of Credit Disbursement made by Issuing Bank under the applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Bank, such Lender's Pro Rata Share of each Letter of Credit Disbursement made by Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.11(d), or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Bank elects, based upon the advice of counsel, to refund) to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Bank, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to Agent the amount of such Lender's Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(f)Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches, Affiliates, and correspondents) and each such Person's respective directors, officers, employees, attorneys and agents (each, including Issuing Bank, a "Letter of Credit Related Person") (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any Letter of Credit Related Person (other than Taxes, which shall be governed by Section 16) (the "Letter of Credit Indemnified Costs"), and which arise out of or in connection with, or as a result of this Agreement, any Letter of Credit, any Issuer Document, or any Drawing Document referred to in or related to any Letter of Credit, or any action or proceeding arising out of any of the foregoing (whether administrative, judicial or in connection with arbitration); in each case, including that resulting from the Letter of Credit Related Person's own negligence; provided, however, that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross

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negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.

(g)The liability of Issuing Bank (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by Borrower that are caused directly by Issuing Bank's gross negligence or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit or (iii) retaining Drawing Documents presented under a Letter of Credit. Issuing Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank's conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. Borrower's aggregate remedies against Issuing Bank and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrower to Issuing Bank in respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d), plus interest at the rate then applicable to Base Rate Loans hereunder. Borrower shall take action to avoid and mitigate the amount of any damages claimed against Issuing Bank or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrower under or in connection with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by Borrower as a result of the breach or alleged wrongful conduct complained of; and (y) the amount (if any) of the loss that would have been avoided had Borrower taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing Issuing Bank to effect a cure.

(h)Borrower is responsible for preparing or approving the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing Bank may provide such as drafting or recommending text or by Issuing Bank's use or refusal to use text submitted by Borrower. Borrower is solely responsible for the suitability of the Letter of Credit for Borrower's purposes. With respect to any Letter of Credit containing an "automatic amendment" to extend the expiration date of such Letter of Credit, Issuing Bank, in its sole and absolute discretion, may give notice of nonrenewal of such Letter of Credit and, if Borrower does not at any time want such Letter of Credit to be renewed, Borrower will so notify Agent and Issuing Bank at least 15 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit or any advising bank of such nonrenewal pursuant to the terms of such Letter of Credit.

(i)Borrower's reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, provided, however, that subject to Section 2.11(g) above, the foregoing shall not release Issuing Bank from such liability to Borrower as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against Issuing Bank following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of Borrower to Issuing Bank arising under, or in connection with, this Section 2.11 or any Letter of Credit.

(j)Without limiting any other provision of this Agreement, Issuing Bank and each other Letter of Credit Related Person (if applicable) shall not be responsible to Borrower for,

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and Issuing Bank's rights and remedies against Borrower and the obligation of Borrower to reimburse Issuing Bank for each drawing under each Letter of Credit shall not be impaired by:

(i)honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;

(ii)honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new name of the beneficiary;

(iii)acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit;

(iv)the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Issuing Bank's determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Letter of Credit);

(v)acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good faith believes to have been given by a Person authorized to give such instruction or request;

(vi)any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to Borrower;

(vii)any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract between the beneficiary and Borrower or any of the parties to the underlying transaction to which the Letter of Credit relates;

(viii)assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement that any Drawing Document be presented to it at a particular hour or place;

(ix)payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;

(x)acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Bank has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;

(xi)honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Issuing

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Bank if subsequently Issuing Bank or any court or other finder of fact determines such presentation should have been honored;

(xii)dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or

(xiii)honor of a presentation that is subsequently determined by Issuing Bank to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.

(k)Borrower shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions and charges to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k)): (i) a fronting fee which shall be imposed by Issuing Bank upon the issuance of each Letter of Credit of 0.25% per annum of the face amount thereof, plus (ii) any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing Bank, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, renewals or cancellations).

(l)If by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i)any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii)there shall be imposed on Issuing Bank or any other member of the Lender Group any other condition regarding any Letter of Credit,

and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Bank or any other member of the Lender Group of issuing, making, participating in, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Bank or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) Borrower shall not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(l), as set forth in a certificate

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setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(m)Unless otherwise expressly agreed by Issuing Bank and Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP and the UCP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(n)In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.

2.12.LIBOR Option.

(a)Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrower shall have the option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or a portion of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in arrears on the earliest of (i) the first day of each month, (ii) the last day of the Interest Period applicable thereto, (iii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iv) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrower no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate. The parties hereto agree that all interest periods with respect to "Eurodollar Rate Loans" under the Second Amended Loan Agreement in existence as of the Closing Date shall be deemed for all purposes to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing interest periods.

(b)LIBOR Election.

(i)Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. at least 1 Business Day prior to the commencement of the proposed Interest Period (the "LIBOR Deadline"). Notice of Borrower's election of the LIBOR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.

(ii)Each LIBOR Notice shall be irrevocable and binding on Borrower. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Agent and

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the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, "Funding Losses"). A certificate of Agent or a Lender delivered to Borrower setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrower shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate.

(iii)Unless Agent, in its sole discretion, agrees otherwise, Borrower shall have not more than 6 LIBOR Rate Loans in effect at any given time. Borrower only may exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

(c)Conversion. Borrower may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii).

(d)Special Provisions Applicable to LIBOR Rate.

(i)The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (A) require such Lender to furnish to Borrower a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii)).

(ii)In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrower and Agent promptly shall transmit

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the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender's notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

(e)No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

2.13.Capital Requirements.

(a)If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on Issuing Bank's, such Lender's, or such holding companies' capital as a consequence of Issuing Bank's or such Lender's commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank's, such Lender's, or such holding companies' then existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank's or such Lender's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank's or such Lender's right to demand such compensation; provided that Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrower of such Change in Law giving rise to such reductions and of such Lender's intention to claim compensation therefor; providedfurther that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b)If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (such Issuing Bank or Lender, an "Affected Lender"), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(l), Section 2.12

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(d)(i) or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrower's obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or to enable Borrower to obtain LIBOR Rate Loans, then Borrower (without prejudice to any amounts then due to such Affected Lender under Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may designate a different Issuing Bank or substitute a Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender's commitments hereunder (a "Replacement Lender"), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be "Issuing Bank" or a "Lender" (as the case may be) for purposes of this Agreement and such Affected Lender shall cease to be "Issuing Bank" or a "Lender" (as the case may be) for purposes of this Agreement.

(c)Notwithstanding anything herein to the contrary, the protection of Sections 2.11(l), 2.12(d), and 2.13 shall be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.

2.14.Effect of Amendment and Restatement. On the Closing Date, upon the satisfaction or waiver of the conditions set forth in Section 3 hereof, the indebtedness, obligations and other liabilities (including, without limitation, interest and fees accrued to the Closing Date) governed by the Second Amended Loan Agreement (collectively, the "Prior Obligations") shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. The provisions in the Second Amended Loan Agreement relating to security and collateral matters shall also continue to be in full force and effect, but shall be governed by the terms and conditions set forth in the Guaranty and Security Agreement. The provisions in the Guarantee dated as of September 22, 2004 executed by Parent in favor of Agent shall also continue to be in full force and effect, but shall be governed by the terms and conditions set forth in the Guaranty and Security Agreement. The Prior Obligations, together with any and all additional Obligations incurred by Borrower and Parent hereunder or under any of the other Loan Documents, shall continue to be secured by all of pledges and grants of Liens provided in connection with the Second Amended Loan Agreement and related agreements, instruments and documents (and, on and after the Closing Date, shall be secured by all of the pledges and grants of Liens provided in

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connection with this Agreement, the Guaranty and Security Agreement and the other Loan Documents). Each of Borrower and Parent hereby reaffirms, as of the Closing Date, its obligations under each Financing Agreement (as defined in the Original Loan Agreement, collectively, the "Original Financing Agreements") to which it is party, as amended, supplemented or otherwise modified by (i) the First Amended Loan Agreement and by the other Financing Agreements (as defined in the First Amended Loan Agreement, collectively, the "Amended Financing Agreements"), (ii) the Second Amended Loan Agreement and by the other Financing Agreements (as defined in the Second Amended Loan Agreement; collectively the "Existing Financing Agreements") and (iii) this Agreement, the Guaranty and Security Agreement and by the other Loan Documents delivered on or before the Closing Date. Each of Borrower and Parent further agrees that each such Original Financing Agreement, each such Amended Financing Agreement and each such Existing Financing Agreement shall remain in full force and effect following the execution and delivery of this Agreement and the occurrence of the Closing Date, and that all references to the "Loan and Security Agreement" in such Original Financing Agreements, Amended Financing Agreements or Existing Financing Agreements shall thereafter be deemed to refer to this Agreement and/or the Guaranty and Security Agreement, as the context requires. The execution and delivery of this Agreement and the Guaranty and Security Agreement, and the occurrence of the Closing Date, shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Prior Obligations, which Prior Obligations shall continue in full force and effect and shall be governed by the terms of this Agreement on and after the Closing Date.

2.15.Inter-Lender Assignments. Effective on the Closing Date, each Lender hereby sells and assigns to each other Lender, without recourse, representation or warranty (except as set forth below), and each such Lender hereby purchases and assumes from each other Lender a percentage interest in the Commitments and the Loans and other Obligations hereunder as may be required to reflect the allocation of Commitments as set forth on the Schedule C-1. The Lenders agree to make such inter-Lender wire transfers as may be required to give effect to the foregoing assignments and assumptions and, as a result of such assignments and assumptions, each Lender shall be absolutely released from any obligations, covenants or agreements with respect to the Commitments and Loans so assigned. With respect to such Commitments, and Loans so assigned, each selling Lender makes no representation or warranty whatsoever, except that it represents and warrants that it is the legal and beneficial owner of the same, free and clear of any adverse claim.

3. CONDITIONS; TERM OF AGREEMENT.

3.1.Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent ).

3.2.Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:

(i)the representations and warranties of Parent or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties

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that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);

(j)no law, regulation, order, judgment or decree of any Governmental Authority with jurisdiction over the parties hereto or over the matters contemplated by the Loan Documents shall exist, and no action, suit, litigation or proceeding shall be pending or threatened in writing before any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise materially and adversely affect (A) the making of the Loans or the providing of the Letters of Credit, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Loan Documents or (ii) has or has a reasonable likelihood of having a Material Adverse Effect, and

(k)no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof.

3.3.Maturity. This Agreement shall continue in full force and effect for a term ending on the Maturity Date.

3.4.Effect of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrower shall be required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent's Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated. When all of the Obligations have been paid in full and the Lender Group's obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrower's sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent's Liens and all notices of security interests and liens previously filed by Agent.

3.5.Early Termination by Borrower. Borrower has the option, at any time upon 10 Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full. The foregoing notwithstanding, (a) Borrower may rescind termination notices relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and (b) Borrower may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or delayed).

4. REPRESENTATIONS AND WARRANTIES.

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In order to induce the Lender Group to enter into this Agreement, each of Parent and Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1.Due Organization and Qualification; Subsidiaries.

(l)Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(m)Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

(n)Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable.

(o)Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's or its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

4.2.Due Authorization; No Conflict.

(g)As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.

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(h)As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

4.3.Governmental Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date.

4.4.Binding Obligations; Perfected Liens.

(g)Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

(h)Agent's Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, the recordation of any intellectual property security agreements, and the recordation of any Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

4.5.Title to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case

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except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

4.6.Litigation.

(a)There are no actions, suits, or proceedings pending or, to the knowledge of Borrower, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.

(b)Schedule 4.6 sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $100,000, that, as of the Closing Date, is pending or, to the knowledge of Borrower, after due inquiry, threatened against a Loan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings, and (iv) whether any liability of the Loan Parties' and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

4.7.Compliance with Laws. No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

4.8.No Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by Borrower to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties' and their Subsidiaries' consolidated financial condition as of the date thereof and results of operations for the period then ended. Since September 30, 2012, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries.

4.9.Solvency.

(o)Each Loan Party is Solvent.

(p)No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

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4.10.Employee Benefits.Except as set forth on Schedule 4.10, no Loan Party, none of its Subsidiaries, nor any of their respective ERISA Affiliates maintains or contributes to any Benefit Plan.

(f)Each Loan Party and each of the ERISA Affiliates has complied in all material respects with ERISA, the IRC and all applicable laws regarding each Employee Benefit Plan.

(g)Each Employee Benefit Plan is, and has been, maintained in substantial compliance with ERISA, the IRC, all applicable laws and the terms of each such Employee Benefit Plan.

(h)Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter from the Internal Revenue Service or an application for such letter is currently being processed by the Internal Revenue Service. To the best knowledge of each Loan Party and the ERISA Affiliates after due inquiry, nothing has occurred which would prevent, or cause the loss of, such qualification.

(i)No liability to the PBGC (other than for the payment of current premiums which are not past due) by any Loan Party or ERISA Affiliate has been incurred or is expected by any Loan Party or ERISA Affiliate to be incurred with respect to any Pension Plan.

(j)No Notification Event exists or has occurred in the past six (6) years.

(k)No Loan Party or ERISA Affiliate sponsors, maintains, or contributes to any Employee Benefit Plan, including, without limitation, any such plan maintained to provide benefits to former employees of such entities that may not be terminated by any Loan Party or ERISA Affiliate in its sole discretion at any time without material liability.

(l)No Loan Party or ERISA Affiliate has provided any security under Section 436 of the IRC.

4.11.Environmental Condition. Except as set forth on Schedule 4.11, (a) to Borrower's knowledge, no Loan Party's nor any of its Subsidiaries' properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, and where such violation could be reasonably likely to have a Material Adverse Effect, (b) to Borrower's knowledge, after due inquiry, no Loan Party's nor any of its Subsidiaries' properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, where the same could be reasonably likely to have a Material Adverse Effect, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

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4.12.Complete Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrower's industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrower's industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on December 28, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrower's good faith estimate, on the date such Projections are delivered, of the Loan Parties' and their Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrower's good faith estimate, projections or forecasts based on methods and assumptions which Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).

4.13.Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the "Patriot Act"). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.14.Indebtedness. Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.

4.15.Payment of Taxes. Except as otherwise permitted under Section 5.5, all tax returns and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and

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payable, in each case with respect to such amounts in an aggregate amount in excess of $250,000. Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. Borrower knows of no proposed tax assessment against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.16.Margin Stock. No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrower will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.

4.17.Governmental Regulation. No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is a "registered investment company" or a company "controlled" by a "registered investment company" or a "principal underwriter" of a "registered investment company" as such terms are defined in the Investment Company Act of 1940.

4.18.OFAC. No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

4.19.Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could individually, or in the aggregate with all other such matters, reasonably be expected to result in a Material Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Parent or its Subsidiaries that could individually, or in the aggregate with all other such matters, reasonably be expected to result in a Material Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Parent or its Subsidiaries. None of Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Parent or its Subsidiaries on account of wages and employee

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health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Parent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.20.Parent as a Holding Company. Parent is a holding company and does not have any material actual or contingent liabilities (other than liabilities arising under the Loan Documents and guarantees of any Permitted Indebtedness), own any material assets (other than the Equity Interest of Borrower) or engage in any operations or business (other than the ownership of Borrower and its Subsidiaries and its rights and obligations under the Loan Documents).

4.21.Leases. Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.

4.22.Eligible Accounts. As to each Account that is identified by Borrower as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of the Borrower's business, (b) owed to the Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Administrative Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

4.23.Eligible Equipment. As to each item that is identified by the Borrower as Eligible Equipment in a Borrowing Base Certificate submitted to Agent, such Eligible Equipment is (a) of good quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Equipment.

4.24.Locations of Collateral and Chief Executive Office. The tangible Collateral of Borrower and its Subsidiaries (other than Equipment For Lease located at a customer's location) is located only at, or in-transit between the locations identified on Schedule 4.24 (as such Schedule may be updated pursuant to Section 5.14). The chief executive office of Borrower and each of its Subsidiaries is identified on Schedule 4.24 (as such Schedule may updated pursuant to Section 5.14).

4.25.Payable Practices. Neither Parent nor any of its Subsidiaries has made any material change in the historical accounts payable practices from those in effect immediately prior to the Closing Date, except in each case to the extent the same has been approved by Agent.

4.26.Hedge Agreements. On each date that any Hedge Agreement is executed by any Hedge Provider, Borrower and each other Loan Party satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the Commodity Futures Trading Commission regulations.

4.27.Brokers Fees. No broker's or finder's fee or commission will be payable with respect to this Agreement or any of the transactions contemplated hereby, and Borrower hereby

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indemnifies Agent and Lenders against, and agrees that it will hold Agent and Lenders harmless from, any claim, demand or liability for any such broker's or finder's fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection with any such claim, demand or liability.

4.28.Restrictions on Subsidiaries. Except for restrictions contained in this Agreement or any other agreement with respect to Permitted Indebtedness as in effect on the Closing Date, there are no contractual or consensual restrictions on Parent or any of its Subsidiaries which prohibit or otherwise restrict (a) the transfer of cash or other assets (i) between Parent or Borrower and any of their Subsidiaries or (ii) between any Subsidiaries of Parent or Borrower or (b) the ability of Borrower or Parent or any of their Subsidiaries to incur the Obligations or grant Liens to Agent or any Lender in the Collateral.

4.29.Material Contracts. Set forth on Schedule 4.29 is a list of all Material Contracts of each Loan Party and its Subsidiaries as of the Closing Date. Borrower has delivered true, correct and complete copies of such Material Contracts to Agent on or before the Closing Date. No Loan Party is in breach or in default in any material respect of or under any Material Contract and no Loan Party has received any notice of the intention of any other party thereto to terminate any Material Contract.

5. AFFIRMATIVE COVENANTS.

Each of Borrower and Parent covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:

5.1.Financial Statements, Reports, Certificates. Borrower (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of Parent, (c) agrees to maintain a system of accounting that enables Borrower to produce financial statements in accordance with GAAP, and (d) agrees that it will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries' sales, and (ii) maintain its billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent.

5.2.Reporting. Borrower (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports set forth on Schedule 5.2 at the times specified therein, and (b) agrees to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

5.3.Existence. Except as otherwise permitted under Section 6.3 or Section 6.4, Borrower will, and will cause each of its Subsidiaries and Parent to, at all times preserve and keep in full force and effect such Person's valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses.

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5.4.Maintenance of Properties. Borrower will, and will cause each of its Subsidiaries and Parent to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted Dispositions excepted (and except where the failure to so maintain and preserve assets could not reasonably be expected to result in a Material Adverse Effect).

5.5.Taxes. Borrower will, and will cause each of its Subsidiaries and Parent to, pay in full before delinquency or before the expiration of any extension period all material governmental assessments and taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such governmental assessment or tax is the subject of a Permitted Protest.

5.6.Insurance. Borrower will, and will cause each of its Subsidiaries and Parent to, at Borrower's expense, maintain insurance respecting each of Borrower's and its Subsidiaries' assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located, including, if so required, flood insurance. All such policies of insurance shall be with financially sound and reputable insurance companies reasonably acceptable to Agent and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the insurers, amount, adequacy, and scope of the policies of insurance of Borrower in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard noncontributory "lender" or "secured party" clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If Borrower or its Subsidiaries fail to maintain such insurance, Agent may arrange for such insurance, but at Borrower's expense and without any responsibility on Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrower shall give Agent prompt notice of any loss exceeding $250,000 covered by its or its Subsidiaries' casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

5.7.Inspection.

(d)Borrower will, and will cause each of its Subsidiaries and Parent to, permit Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised

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as to the same by, its officers and employees (provided an authorized representative of Borrower shall be allowed to be present) at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrower and during regular business hours.

(e)Borrower will, and will cause each of its Subsidiaries and Parent to, permit Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate.

5.8.Compliance with Laws. Borrower will, and will cause each of its Subsidiaries and Parent to, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.9.Environmental. Borrower will, and will cause each of its Subsidiaries and Parent to,

(m)Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

(n)Comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests,

(o)Promptly notify Agent of any release of which Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Parent or its Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and

(p)Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of Parent or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority.

5.10.Disclosure Updates. Borrower will, promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.11.[Reserved.]

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5.12.Further Assurances. Borrower will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents (the "Additional Documents") that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent's Liens in all of the assets of Parent and its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired by Borrower or any other Loan Party with a fair market value in excess of $250,000 (or, if a Default or Event of Default exists, regardless of such fair market value), and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply to any Subsidiary of Parent that is a CFC if providing such documents would result in adverse tax consequences or the costs to the Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby. To the maximum extent permitted by applicable law, if Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party's name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of Parent and its Subsidiaries, including all of the outstanding capital Equity Interests of Borrower and Borrower's Subsidiaries (subject to exceptions and limitations contained in the Loan Documents with respect to CFCs).

5.13.Lender Meetings. Borrower shall, upon no less than 30 days advance notice by Agent or the Required Lenders, participate in a meeting of Agent and Lenders once during each fiscal year (or at any time upon advance notice by Agent or Required Lenders upon the occurrence and continuation of an Event of Default), to be held at locations and at times reasonably requested by Agent (or if applicable, Required Lenders).

5.14.Locations of Collateral and Chief Executive Office. Borrower will, and will cause each of its Subsidiaries to, keep its tangible property (other than Equipment For Lease located at a customer's location) and its chief executive office only at the locations identified on Schedule 4.24; provided, that Borrower may amend Schedule 4.24 so long as such amendment occurs by written notice to Agent not less than 10 days prior to the date on which such property is moved to such new location or such chief executive office is changed, and so long as such new location is within the continental United States.

5.15.Bank Products. The Loan Parties shall maintain their primary depository and treasury management relationships with Wells Fargo or PNC Bank, National Association or one or more of its Affiliates at all times during the term of the Agreement.

5.16.Compliance with ERISA and the IRC. In addition to and without limiting the generality of Section 5.8, (a) comply in all material respects with applicable provisions of ERISA and the IRC with respect to all Employee Benefit Plans, (b) without the prior written consent of Agent and the Required Lenders, not take any action or fail to take action the result of which could

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result in a Loan Party or ERISA Affiliate incurring a material liability to the PBGC or to a Multiemployer Plan (other than to pay contributions or premiums payable in the ordinary course), (c) allow any facts or circumstances to exist with respect to one or more Employee Benefit Plans that, in the aggregate, reasonably could be expected to result in a Material Adverse Effect, (d) not participate in any prohibited transaction that could result in other than a de minimis civil penalty excise tax, fiduciary liability or correction obligation under ERISA or the IRC, (e) operate each Employee Benefit Plan in such a manner that will not incur any material tax liability under the IRC (including Section 4980B of the IRC), and (e) furnish to Agent upon Agent's written request such additional information about any Employee Benefit Plan for which any Loan Party or ERISA Affiliate could reasonably expect to incur any material liability. With respect to each Pension Plan (other than a Multiemployer Plan) except as could not reasonably be expected to result in liability to the Loan Parties, the Loan Parties and the ERISA Affiliates shall (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of the IRC and of ERISA, and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to ERISA.

5.17.Collection of Accounts. Borrower shall maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which Borrower shall promptly deposit and direct its Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory, Equipment Leases or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrower shall deliver, or cause to be delivered to Agent, a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained or at any time and from time to time Agent may become bank's customer with respect to the Blocked Accounts and promptly upon Agent's request, Borrower shall execute and deliver such agreements or documents as Agent may require in connection therewith. Borrower has agreed that all funds in each Blocked Account and all other funds received and collected by Agent or any Lender, whether in respect of Accounts, as proceeds of Inventory, Equipment Leases or other Collateral or otherwise, shall be transferred daily to Agent's Account, shall be treated as payments to Agent and Lenders in respect of the Obligations, and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. Borrower shall identify on a daily basis at the time of transfer to Agent's Account each amount so transferred to Agent's Account. Borrower shall cause Parent and each other Loan Party to execute and deliver to Agent a Control Agreement establishing similar cash management systems. Borrower and each other Loan Party and its respective directors, employees, agents or Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower's or such Loan Party's own funds. Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank, financial institution or other person. The obligation of Borrower to reimburse Agent for such amounts pursuant to this Section 5.17 shall survive the termination of this Agreement.

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5.18.Accounts Covenants.

(a)Borrower shall notify Agent promptly of: (i) any material delay in Borrower's performance of any of its material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, and (ii) all adverse information known to Borrower or Parent relating to the financial condition of any Account Debtor that could reasonably be expected to materially and adversely affect the payment of any Account owing by such Account Debtor to Borrower or Parent. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtor without Agent's consent, except in the ordinary course of Borrower's business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the next subsequent Borrowing Base Certificate. So long as no Event of Default exists or has occurred and is continuing, Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors or grant any credits, discounts or allowances.

(b)With respect to each Account: (i) the amounts shown on any invoice delivered to Agent or Borrowing Base Certificate delivered to Agent shall be true and complete, (ii) no payments shall be made thereon except payments made in accordance with Section 5.17, (iii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtor except as reported to Agent inaccordance with this Agreement and except for credits, discounts, allowances or extensions made or given in the ordinary course of Borrower's business in accordance with practices and policies previously disclosed to Agent, (iv) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Agent in accordance with the terms of this Agreement, (v) none of the transactions giving rise thereto will violate any applicable laws or regulations of any Governmental Authority, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms.

(c)Agent shall have the right at any time or times, in Agent's name or in the name of a nominee of Agent, to verify the validity, amount or any other matter relating to any Accounts or other Collateral, by mail, telephone, facsimile transmission or otherwise.

5.19.Inventory Covenants. With respect to the Inventory: (a) each of Borrower and Parent shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Person's cost therefor and daily withdrawals therefrom and additions thereto; (b) promptly after request therefor by Agent during the existence of an Event of Default, Borrower shall conduct a physical or cycle count of the Inventory, and promptly following each such count shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such count; (c) neither Borrower nor Parent shall remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales or use of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to Borrower which is in transit to the locations set forth or permitted herein;

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(d) upon Agent's request during the existence of an Event of Default, Borrower shall, at its expense deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser selected by Borrower and acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; and (g) Borrower shall keep the Inventory in good and marketable condition. The parties agree that this Section 5.19 shall not apply to Equipment or Equipment For Lease.

5.20.Equipment For Lease and Equipment Covenants. With respect to Equipment For Lease and Equipment: (a) Borrower shall ensure that the Equipment For Lease and the Equipment (other than Equipment and Equipment For Lease classified as "down") is kept in good order, repair, running and marketable condition (ordinary wear and tear excepted), provided, however that in no event shall more than $10,000,000 in Orderly Liquidation Value (as in effect immediately prior to such classification) of Equipment and Equipment For Lease be classified as "down" (other than Equipment or Equipment For Lease classified as "down" that is subject to a lease, so long as Borrower is receiving regular lease payments from the lessee (or the lessee's insurer)); (b) Borrower shall use its best efforts to ensure that the Equipment For Lease is used with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (c) Borrower shall use the Equipment (other than Equipment For Lease) with all reasonable care and caution and in accordance with applicable standards of any insurance and in all material respects in conformity with all applicable laws; (d) the Equipment For Lease and the Equipment shall not be used for personal, family, household or agricultural use; (e) Borrower shall not remove any Equipment For Lease or Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment For Lease or Equipment repaired or maintained in the ordinary course of the business or to move Equipment For Lease directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrower in the ordinary course of business; (f) the Equipment For Lease and the Equipment is now and shall remain personal property and Borrower shall not permit any of the Equipment For Lease or the Equipment to be or become a part of or affixed to Real Property; and (g) as between Agent and Lenders on the one hand, and Borrower on the other hand, Borrower assumes all responsibility and liability arising from the use of the Equipment For Lease and the Equipment.

5.21.Real Property Covenants. With respect to the Real Property: (a) upon Agent's request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Real Property in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrower shall use the Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in all material respects in conformity with all applicable laws; and (c) as between Agent and Lenders on the one hand, and Borrower on the other hand, Borrower assumes all responsibility and liability arising from the use of the Real Property.

6. NEGATIVE COVENANTS.

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Each of Borrower and Parent covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:

6.1.Indebtedness. Borrower will not, and will not permit any of its Subsidiaries or Parent to, create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

6.2.Liens. Borrower will not, and will not permit any of its Subsidiaries or Parent to, create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

6.3.Restrictions on Fundamental Changes. Borrower will not, and will not permit any of its Subsidiaries or Parent to,

(a)enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that Borrower must be the surviving entity of any such merger to which it is a party and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Parent that are not Loan Parties,

(b)liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of Borrower that is not liquidating or dissolving,

(c)suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or

(d)create any new Subsidiary that does not exist on the Closing Date, or acquire any Person that is not a Subsidiary on the Closing Date.

6.4.Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, Borrower will not, and will not permit any of its Subsidiaries or Parent to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its or their assets.

6.5.Nature of Business. Borrower will not, and will not permit any of its Subsidiaries or Parent to, make any change in the nature of its or their business as described in Schedule 6.5 or acquire any properties or assets that are not reasonably related to the conduct of such business

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activities; provided, that the foregoing shall not prevent Borrower and its Subsidiaries from engaging in any business that is reasonably related, ancillary or complimentary to its or their business. Except as provided in Section 4.20, Parent shall not own material assets or operate material operations or have or incur liabilities (actual or contingent).

6.6.Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries or Parent to,

(f)Except in connection with Refinancing Indebtedness permitted by Section 6.1,

(iii)optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries, other than the Obligations in accordance with this Agreement, or

(iv)make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination agreement or subordination terms and conditions, or

(g)Directly or indirectly, amend, modify, or change any of the terms or provisions of

(i)any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, and (B) Indebtedness permitted under clauses (c) and (g) of the definition of Permitted Indebtedness; provided, that Borrower may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or

(ii)the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

6.7.Restricted Payments. Borrower will not, and will not permit any of its Subsidiaries or Parent to make any Restricted Payment; provided, that,

(q)so long as it is permitted by law, Parent may declare and pay dividends to the Holding Company to pay federal and state income taxes then due and payable, franchise taxes and other similar licensing expenses incurred in the ordinary course of business; provided, that the amount of such distribution shall be subject to the prior written approval of the Agent (not to be unreasonably withheld) and shall not be greater than the amount of such taxes or expenses that would have been due and payable by Parent and Borrower had Parent and Borrower not filed a consolidated, combined, unitary or similar type return with the Holding Company,

(r)so long as it is permitted by law, (i) Borrower may pay dividends to Parent to the extent permitted in, and to facilitate the transactions permitted under, Section 6.7(a) and (ii) so

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long as no Event of Default shall have occurred and be continuing, or would result therefrom, to the extent permitted in, and to facilitate the transactions permitted under Section 6.10, and

(s)so long as it is permitted by law, any Subsidiary of Borrower may pay dividends to Borrower.

6.8.Accounting Methods. Borrower will not, and will not permit any of its Subsidiaries or Parent to modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).

6.9.Investments. Borrower will not, and will not permit any of its Subsidiaries or Parent to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments.

6.10.Transactions with Affiliates. Borrower will not, and will not permit any of its Subsidiaries or Parent to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of Parent or any of its Subsidiaries, including the payment of management, consulting, monitoring, or advisory fees, except for:

(a)transactions (other than the payment of management, consulting, monitoring, or advisory fees) between Parent or its Subsidiaries, on the one hand, and any Affiliate of Parent or its Subsidiaries, on the other hand, so long as such transactions are undertaken in the ordinary course of and pursuant to the reasonable requirements of Parent's or such Subsidiary's business (as the case may be) and upon fair and reasonable terms no less favorable to Parent or such Subsidiary than Parent or such Subsidiary would obtain in a comparable arm's length transaction with an unaffiliated Person; provided, that any such transaction in which payments in excess of $50,000 in any fiscal year of Borrower are made or contemplated shall be subject to the prior consent of Agent,

(b)(i) reasonable compensation to officers, employees and directors for services rendered to Parent or such Subsidiary in the ordinary course of business and (ii) payments by Borrower to Parent or Holding Company for actual and necessary reasonable out-of-pocket legal and accounting, insurance, marketing, payroll and similar types of services paid for by Parent or Holding Company on behalf of Borrower, in the ordinary course of their respective businesses or as the same may be directly attributable to Borrower and for the payment of taxes and public company related expenses by or on behalf of Parent or Holding Company, provided, that, the aggregate amount of all such payments in any fiscal year shall not exceed $3,000,000, or

(c)transactions permitted by Section 6.3 or Section 6.7.

6.11.Use of Proceeds. Borrower will not, and will not permit any of its Subsidiaries or Parent to use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby and (b) thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes (including that no part of the proceeds of the Loans made to Borrower will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors).

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6.12.Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests by Parent, Parent will not, and will not permit any of its Subsidiaries or Parent to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.

6.13.Limitation of Restrictions Affecting Subsidiaries. Borrower will not, and will not permit any of its Subsidiaries or Parent to, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of Parent to (a) pay dividends or make other distributions or pay any Indebtedness owed to Parent or any Subsidiary of Parent; (b) make loans or advances to Parent or any Subsidiary of Parent, (c) transfer any of its properties or assets to Parent or any Subsidiary of Parent; or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Parent or any Subsidiary of Parent, (iv) customary restrictions on dispositions of Real Property found in reciprocal easement agreements of Parent or any Subsidiary of Parent, (v) any agreement relating to Permitted Purchase Money Indebtedness, so long as such restriction extends solely to the property financed, and (vi) any contractual obligations in existence on the Closing Date and the extension or continuation of any such contractual obligations; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued.

6.14.Parent as Holding Company. Borrower will not permit Parent to incur any material actual or contingent liabilities (other than liabilities arising under the Loan Documents and guaranties of any Permitted Indebtedness), own or acquire any material assets (other than the Equity Interests of Borrower) or engage in any operations or business (other than in connection with its ownership of Borrower and its rights and obligations under the Loan Documents).

6.15.Employee Benefits.

(a)Terminate, or permit any ERISA Affiliate to terminate, any Pension Plan in a manner, or take any other action with respect to any Plan, which could reasonably be expected to result in any liability of any Loan Party or ERISA Affiliate to the PBGC.

(b)Fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Benefit Plan, agreement relating thereto or applicable Law, any Loan Party or ERISA Affiliate is required to pay if such failure could reasonably be expected to have a Material Adverse Effect.

(c)Permit to exist, or allow any ERISA Affiliate to permit to exist, any accumulated funding deficiency within the meaning of section 302 of ERISA or section 412 of the Code, whether or not waived, with respect to any Plan which exceeds $500,000 with respect to all Pension Plans in the aggregate.

(d)Acquire, or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to a Loan Party or with respect to any ERISA Affiliate if such Person sponsors, maintains or contributes to, or at any time in the

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six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Pension or (ii) any Multiemployer Plan.

(e)Contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any Multiemployer Plan not set forth on Schedule 4.11.

(f)Amend, or permit any ERISA Affiliate to amend, a Pension Plan resulting in a material increase in current liability such that a Loan Party or ERISA Affiliate is required to provide security to such Plan under the IRC.

7. FINANCIAL COVENANTS.

Each of Parent and Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrower will:

(i)Fixed Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on a month-end basis for the trailing twelve month period ending on such date, commencing on March 31, 2013, of at least 1.10:1.00; provided, that for all testing dates through and including July 31, 2013, the Fixed Charge Coverage Ratio shall be measured for the period from September 1, 2012 through and including such testing date.

(j)Capital Expenditures. Make Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.4(e)(ii) and Capital Expenditures, if any, incurred in connection with a Permitted Disposition of assets requested by a customer) in any fiscal year in an amount less than or equal to, but not greater than, $2,000,000.

(k)Minimum Excess Availability. Fail to maintain Excess Availability at all times of at least 10% of the Maximum Revolver Amount.

8. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an "Event of Default") under this Agreement:

8.1.Payments. If Borrower fails to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, (b) all or any portion of the principal of the Loans, or (c) any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit;

8.2.Covenants. If any Loan Party or any of its Subsidiaries:

(c)fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3 (solely if Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if Borrower refuses to allow Agent or its representatives or agents to

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visit Borrower's properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss Borrower's affairs, finances, and accounts with officers and employees of Borrower), 5.10, 5.13, 5.14, 5.15 or 5.17, 5.18, or 5.19 of this Agreement, (ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Guaranty and Security Agreement;

(d)fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if Borrower is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first become known to any officer of Borrower or (ii) the date on which written notice thereof is given to Borrower by Agent; or

(e)fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any officer of Borrower or (ii) the date on which written notice thereof is given to Borrower by Agent;

8.3.Judgments. If one or more judgments, orders, or awards for the payment of money involving $500,000 or more in the case of any one matter or an aggregate amount of $1,000,000 or more for multiple matters (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective assets, and either (a) there is a period of 30 consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;

8.4.Voluntary Bankruptcy, etc. If an Insolvency Proceeding is commenced by a Loan Party or any of its Subsidiaries;

8.5.Involuntary Bankruptcy, etc. If an Insolvency Proceeding is commenced against a Loan Party or any of its Subsidiaries and any of the following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;

8.6.Default Under Other Agreements. If there is a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party's or any of its Subsidiaries' Indebtedness involving an aggregate amount of $1,000,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party's or its Subsidiary's obligations thereunder;

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8.7.Representations, etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;

8.8.Guaranty. If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);

8.9.Security Documents. If Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $250,000, or (c) as the result of an action or failure to act on the part of Agent;

8.10.Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document;

8.11.Change of Control. A Change of Control shall occur, whether directly or indirectly;

8.12.ERISA. The occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make full payment when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such failure could reasonably be expected to result in liability in excess of $500,000, (b) an accumulated funding deficiency or funding shortfall in excess of $500,000 occurs or exists, whether or not waived, with respect to any Pension Plan, individually or in the aggregate, (c) a Notification Event, which could reasonably be expected to result in liability in excess of $500,000, either individually or in the aggregate, or (d) any Loan Party or ERISA Affiliate completely or partially withdraws from one or more Multiemployer Plans and incurs Withdrawal Liability in excess of $500,000 in the aggregate, or fails to make any Withdrawal Liability payment when due; or

8.13.Indictment. The indictment by any Governmental Authority, or as Agent may reasonably and in good faith determine, the threatened indictment by any Governmental Authority of any Loan Party or any of its Subsidiaries or Agent receives notice, in either case, as to which there is a reasonable possibility of an adverse determination, in the good faith determination of Agent, under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against such Loan Party or Subsidiary, pursuant to which statute or proceedings

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the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $250,000 or (ii) any other property of any Loan Party or any of its Subsidiaries which is necessary or material to the conduct of its business.

9. RIGHTS AND REMEDIES.

9.1.Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:

(f)(i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrower shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by Borrower, and (ii) direct Borrower to provide (and Borrower agrees that upon receipt of such notice it will provide) Letter of Credit Collateralization to Agent to be held as security for Borrower's reimbursement obligations for drawings that may subsequently occur under issued and outstanding Letters of Credit;

(g)declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Lender to make Revolving Loans and (ii) the obligation of Issuing Bank to issue Letters of Credit; and

(h)exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrower shall automatically be obligated to repay all of such Obligations in full (including Borrower being obligated to provide (and Borrower agrees that it will provide) (1) Letter of Credit Collateralization to Agent to be held as security for Borrower's reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as security for Borrower's or its Subsidiaries' obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice or other requirements of any kind, all of are expressly waived by Parent and Borrower.

9.2.Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under

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the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

10. WAIVERS; INDEMNIFICATION.

10.1.Demand; Protest; etc. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.

10.2.The Lender Group's Liability for Collateral. Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.

10.3.Indemnification. Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an "Indemnified Person") harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided that Borrower shall not be liable for costs and expenses (including attorney's fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Parent's and its Subsidiaries' compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which shall be governed by Section 16), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or

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Remedial Actions related in any way to any such assets or properties of Borrower or any of its Subsidiaries (each and all of the foregoing, the "Indemnified Liabilities"). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

11. NOTICES.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to Parent, Borrower or Agent, as the case may be, they shall be sent to the respective address set forth below:

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If to Parent or Borrower:	ESSEX CRANE RENTAL CORP. 1110 Lake Cook Road, Suite 2200 Buffalo Grove, Illinois 60089 Attn: Martin A. Kroll, Senior Vice President   and Chief Financial Officer Fax No. (847) 215-6535
with copies to:	ESSEX HOLDINGS, LLC c/o Essex Crane Rental Corp. 1110 Lake Cook Road, Suite 2200 Buffalo Grove, Illinois 60089 Attn: Martin A. Kroll, Senior Vice President   and Chief Financial Officer Fax No. (847) 215-6535
and:	KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, New York 10022 Attn: Todd Emmerman Fax No. (212) 940-8776
If to Agent:	WELLS FARGO CAPITAL FINANCE, LLC 150 South Wacker Drive, Suite 2200 Chicago, Illinois 60603 Attn: Steven Linderman Fax No. (312) 332-0424
with copies to:	GOLDBERG KOHN LTD. 55 East Monroe Street, Suite 3300 Chicago, Illinois 60603 Attn: David L. Dranoff, Esq. Fax No. (312) 332-2196

Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return email or other written acknowledgment).

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.

(t)THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND

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THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

(u)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).

(v)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A "CLAIM"). EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(w)EACH OF PARENT AND BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF COOK AND THE STATE OF ILLINOIS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING

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RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(x)NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, ANY OTHER LENDER, ISSUING BANK, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1.Assignments and Participations.

(q)(1) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an "Assignee"), with the prior written consent (such consent not be unreasonably withheld or delayed) of:

(A)Borrower (which shall not be unreasonably withheld or delayed); provided, that no consent of Borrower shall be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; providedfurther, that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 5 Business Days after having received notice thereof; and

(B)Agent and Issuing Bank (which, so long as no Event of Default is in existence, shall not be unreasonably withheld or delayed).

(ii)Assignments shall be subject to the following additional conditions:

(A)no assignment may be made (i) so long as no Event of Default has occurred and is continuing, to an Ineligible Institution, (ii) so long as no Event of Default has occurred and is continuing, to a Competitor, or (iii) to a natural person,

(B)no assignment may be made to a Loan Party, an Affiliate of a Loan Party or any holder of Subordinated Indebtedness of any Loan Party,

(C)the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of

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$10,000,000 or, if less, the total remaining amount of a Lender's Commitments (except such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000);

(D)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement;

(E)the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrower and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee;

(F)unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent's separate account, a processing fee in the amount of $5,000; and

(G)the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the "Administrative Questionnaire").

(r)From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a "Lender" and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender's obligations under Section 15 and Section 17.9(a).

(s)By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such

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Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(t)Immediately upon Agent's receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(u)Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a "Participant") participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or an Affiliate of a Loan Party, or a holder of Subordinated Indebtedness of any Loan Party, and (vii) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating

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Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(v)In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries and their respective businesses.

(w)Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, or to a lender or liquidity provider under a warehouse line of credit or similar facility, and such Federal Reserve Bank, lender or liquidity provider may enforce such pledge or security interest in any manner permitted under applicable law.

13.2.Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders' prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or approval by Borrower is required in connection with any such assignment.

14. AMENDMENTS; WAIVERS.

14.1.Amendments and Waivers.

(d)No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements or the Fee Letter), and no consent with respect to any departure by Parent or Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:

(iii)increase the amount of or extend the expiration date of any Commitment of any Lender,

(iv)postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

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(v)reduce the principal of, or the rate of interest on, any Loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except in connection with the waiver of applicability of Section 2.6(c), which waiver shall be effective with the written consent of the Required Lenders),

(vi)amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(vii)amend, modify, or eliminate Section 3.1 or 3.2,

(viii)amend, modify, or eliminate Section 15.11,

(ix)other than as permitted by Section 15.11, release Agent's Lien in and to any of the Collateral,

(x)amend, modify, or eliminate the definitions of "Required Lenders" or "Pro Rata Share",

(xi)contractually subordinate any of Agent's Liens,

(xii)other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,

(xiii)amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii) or Section 2.4(e) or (f),

(xiv)amend or modify Section 2.1(a) or increase the Maximum Revolver Amount then in effect (provided, that all Lenders will be deemed to be directly affected by any such waiver, amendment or consent), or

(xv)amend, modify, or eliminate any of the provisions of Section 13.1 with respect to assignments to, or participations with, Persons who are Loan Parties, Affiliates of Loan Parties or holders of Subordinated Indebtedness of any Loan Party.

(e)No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,

(i)the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrower (and shall not require the written consent of any of the Lenders),

(ii)any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders,

(f)No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrower and the Supermajority Lenders, modify, or eliminate

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the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts and Eligible Equipment) that are used in such definition to the extent that any such change results in more credit being made available to Borrower based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c),

(g)No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the other Loan Documents, without the written consent of Issuing Bank, Agent, Borrower, and the Required Lenders, and

(h)Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Parent or Borrower, shall not require consent by or the agreement of any Loan Party, and (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii) that affect such Lender.

14.2.Replacement of Certain Lenders.

(d)If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrower or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a "Non-Consenting Lender") or any Lender that made a claim for compensation (a "Tax Lender") with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(e)Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit). If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall

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be made in accordance with the terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender's or Tax Lender's, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of participations in such Letters of Credit.

14.3.No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent's and each Lender's rights thereafter to require strict performance by Parent and Borrower of any provision of this Agreement. Agent's and each Lender's rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15. AGENT; THE LENDER GROUP.

15.1.Appointment and Authorization of Agent. Each Lender hereby designates and appoints Wells Fargo as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the

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following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Parent or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2.Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3.Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by Parent or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Parent or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of Parent or its Subsidiaries.

15.4.Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any

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and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).

15.5.Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a "notice of default." Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

15.6.Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to

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the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent's or its Affiliates' or representatives' possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

15.7.Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorney's fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by Parent or its Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender's ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender's ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8.Agent in Individual Capacity. Wells Fargo and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though Wells Fargo were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the

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absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms "Lender" and "Lenders" include Wells Fargo in its individual capacity.

15.9.Successor Agent. Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Bank, such resignation shall also operate to effectuate its resignation as Issuing Bank and it shall automatically be relieved of any further obligation to issue Letters of Credit. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10.Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.

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15.11.Collateral Matters.

(a)The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent or its Subsidiaries owned no interest at the time Agent's Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to Parent or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent's authority to release any such Liens on

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particular types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent's opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrower in respect of) any and all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.

(b)Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Parent or its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular Reserve hereunder or to determine whether the amount of any Reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.

15.12.Restrictions on Actions by Lenders; Sharing of Payments.

(a)Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent or its Subsidiaries or any Deposit Accounts of Parent or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in

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immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.13.Agency for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent's Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent's instructions.

15.14.Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

15.15.Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider).

15.16.Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:

(a)is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field examination report respecting Parent or its Subsidiaries (each, a "Report") prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b)expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c)expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any field examination will inspect only

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specific information regarding Parent and its Subsidiaries and will rely significantly upon Parent's and its Subsidiaries' books and records, as well as on representations of Borrower's personnel,

(d)agrees to keep all Reports and other material, non-public information regarding Parent and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and

(e)without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrower, or the indemnifying Lender's participation in, or the indemnifying Lender's purchase of, a loan or loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorney's fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

(f)In addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Parent or its Subsidiaries to Agent that has not been contemporaneously provided by Parent or such Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Parent or its Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender's notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from Parent or such Subsidiary, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

15.17.Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product

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Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.

16. WITHHOLDING TAXES.

16.1.Payments. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply with the next sentence of this Section 16.1. If any Indemnified Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.

16.2.Exemptions.

(a)If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement:

(xvi)if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a "bank" as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments);

(xvii)if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN;

(xviii)if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(xix)if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or

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(xx)a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax.

(b)Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(c)If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, that nothing in this Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d)If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrower to such Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrower to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender's or such Participant's documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid. With respect to such percentage amount, such Participant or Assignee may provide new documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable. Borrower agrees that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto.

16.3.Reductions.

(a)If a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

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(b)If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16, together with all costs and expenses (including attorney's fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

16.4.Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.

17. GENERAL PROVISIONS.

17.1.Effectiveness. This Agreement shall be binding and deemed effective when executed by Parent, Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2.Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3.Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Parent or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

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17.4.Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5.Bank Product Providers. Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider's being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release Reserves in respect of the Bank Product Obligations and that if Reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such Reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrower may obtain Bank Products from any Bank Product Provider, although Borrower is not required to do so. Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.

17.6.Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

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17.7.Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8.Revival and Reinstatement of Obligations; Certain Waivers. If any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors' rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a "Voidable Transfer"), or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and attorney's fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist and (ii) Agent's Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent's Liens shall have been released or terminated or (B) any provision of this Agreement shall have been terminated or cancelled, Agent's Liens, or such provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability.

17.9.Confidentiality.

(c)Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Parent and its Subsidiaries, their operations, assets, and existing and contemplated business plans ("Confidential Information") shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), "Lender Group Representatives") on a "need to know" basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and

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Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrower pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrower, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrower with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrower pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender's interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential Information to Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrower with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document.

(d)Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of Borrower or the other Loan Parties and the Commitments provided hereunder in any "tombstone" or other advertisements, on its website or in other marketing materials of the Agent.

(e)The Loan Parties hereby acknowledge that Agent or its Affiliates may make available to the Lenders materials or information provided by or on behalf of Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks, SyndTrak

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or another similar electronic system (the "Platform") and certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a "Public Lender"). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked "PUBLIC" or otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated as "Public Investor" (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as "Public Investor" (or such other similar term).

17.10.Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Bank, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated.

17.11.Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the Patriot Act. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties' senior management and key principals, and Borrower agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrower.

17.12.Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank Product Agreement.

[Signature pages to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

BORROWER: ESSEX CRANE RENTAL CORP. 
By: /s/ Martin A. Kroll 
Name: Martin A. Kroll
Title: Senior V.P. and Chief Financial Officer

PARENT: ESSEX HOLDINGS, LLC 
By: /s/ Martin A. Kroll 
Name: Martin A. Kroll
Title: Secretary and Treasurer

WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, as Sole Lead Arranger, as Sole Bookrunner and as a Lender 
By: /s/ Laura Nickas 
Name: Laura Nickas

   Its Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

PNC BANK, NATIONAL ASSOCIATION,
as a Lender 
By: /s/ James Simpson 
Name: James Simpson, Vice President

   Its Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

SOVEREIGN BANK, N.A.,
as a Lender 
By: /s/ Michael Recchia 
Name: Michael Recchia, Vice President

   Its Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
as a Lender 
By: /s/ Paul Stapleton 
Name: Paul Stapleton

   Its Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

"Account" means an account (as that term is defined in the Code).

"Account Debtor" means any Person who is obligated on an Account, chattel paper, or a general intangible.

"Accounting Changes" means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

"Additional Documents" has the meaning specified therefor in Section 5.12 of the Agreement.

"Administrative Questionnaire" has the meaning specified therefor in Section 13.1(a) of the Agreement.

"Affected Lender" has the meaning specified therefor in Section 2.13(b) of the Agreement.

"Affiliate" means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that, for purposes of the definition of Eligible Accounts and Section 6.10 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person. Notwithstanding anything in the foregoing to the contrary, no Lender (or any of its Affiliates) shall be deemed to be an Affiliate of Borrower or Parent or any of their Subsidiaries.

"Agent" has the meaning specified therefor in the preamble to the Agreement.

"Agent-Related Persons" means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

"Agent's Account" means the Deposit Account of Agent identified on Schedule A-1 to the Agreement (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrower and the Lenders).

"Agent's Liens" means the Liens granted by Parent or its Subsidiaries to Agent under the Loan Documents and securing the Obligations.

"Agreement" means the Third Amended and Restated Credit Agreement to which this Schedule 1.1 is attached.

"Applicable Margin" means (a) in the case of a Base Rate Loan, 1.75% (the "Base Rate Margin"), and (b) in the case of a LIBOR Rate Loan, 3.75% (the "LIBOR Rate Margin").

"Application Event" means the occurrence of (a) a failure by Borrower to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

"Approved Appraiser" has the meaning specified therefor in Section 2.10(c) of the Agreement.

"Assignee" has the meaning specified therefor in Section 13.1(a) of the Agreement.

"Assignment and Acceptance" means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to the Agreement.

"Authorized Person" means any one of the individuals identified on Schedule A-2 to the Agreement, as such schedule is updated from time to time by written notice from Borrower to Agent.

"Availability" means, as of any date of determination, the amount that Borrower is entitled to borrow as Revolving Loans under Section 2.1 of the Agreement (after giving effect to the then outstanding Revolver Usage).

"Bank Product" means any one or more of the following financial products or accommodations extended to Parent or its Subsidiaries by a Bank Product Provider: (a) credit cards (including commercial cards (including so-called "purchase cards", "procurement cards" or "p-cards")), (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements.

"Bank Product Agreements" means those agreements entered into from time to time by Parent or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

"Bank Product Collateralization" means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Obligations (other than Hedge Obligations).

"Bank Product Obligations" means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Parent or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing

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participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Parent or its Subsidiaries; provided, in order for any item described in clauses (a) (b), or (c) above, as applicable, to constitute "Bank Product Obligations", if the applicable Bank Product Provider is any Person other than Wells Fargo or its Affiliates, then (i) Agent shall have consented thereto, (ii) the applicable Bank Product must have been provided on or after the Closing Date and (iii) Agent shall have received a Bank Product Provider Agreement within 10 days after the date of the provision of the applicable Bank Product to Parent or its Subsidiaries.

"Bank Product Provider" means Agent, any Affiliate of Agent, or with the prior consent of Agent, any Lender or any of its Affiliates, including each of the foregoing in its capacity, if applicable, as a Hedge Provider; provided, that no such Person (other than Wells Fargo or its Affiliates) shall constitute a Bank Product Provider with respect to a Bank Product unless and until Agent receives a Bank Product Provider Agreement from such Person and with respect to the applicable Bank Product within 10 days after the provision of such Bank Product to Parent or its Subsidiaries; provided further, that if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after the date on which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Bank Product Providers and the obligations with respect to Bank Products provided by such former Lender or any of its Affiliates shall no longer constitute Bank Product Obligations.

"Bank Product Provider Agreement" means an agreement in substantially the form attached hereto as Exhibit B-2 to the Agreement, in form and substance satisfactory to Agent, duly executed by the applicable Bank Product Provider, Borrower, and Agent.

"Bankruptcy Code" means title 11 of the United States Code, as in effect from time to time.

"Base Rate" means the greatest of (a) the Federal Funds Rate plus ½%, (c) the LIBOR Rate (which rate shall be calculated based upon an Interest Period of 1 month and shall be determined on a daily basis), plus 1 percentage point, and (d) 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.

"Base Rate Loan" means each portion of the Revolving Loans that bears interest at a rate determined by reference to the Base Rate.

"Base Rate Margin" has the meaning set forth in the definition of Applicable Margin.

"Benefit Plan" means a "defined benefit plan" (as defined in Section 3(35) of ERISA) for which Parent or any of its Subsidiaries or ERISA Affiliates has been an "employer" (as defined in Section 3(5) of ERISA) within the past six years.

"Blocked Accounts" has the meaning specified therefor in Section 5.17 of the Agreement.

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"Board of Directors" means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

"Board of Governors" means the Board of Governors of the Federal Reserve System of the United States (or any successor).

"Borrower" has the meaning specified therefor in the preamble to the Agreement.

"Borrower Materials" has the meaning specified therefor in Section 17.9(c) of the Agreement.

"Borrowing" means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Agent in the case of an Extraordinary Advance.

"Borrowing Base" means, as of any date of determination, the result of:

(a)85% of the amount of Eligible Accounts, plus

(b)75% of the amount of the Net Orderly Liquidation Value of Eligible Equipment, minus

(c)the aggregate amount of Reserves, if any, established by Agent under Section 2.1(c) of the Agreement.

"Borrowing Base Certificate" means a certificate in the form of Exhibit B-1.

"Borrowing Base Reduction Amount" means the amount, as determined by Agent, calculated at any date, equal to the sum of: (i) the amount of all then outstanding and unpaid Obligations (including without limitation Loans and Letter of Credit Exposure), plus (ii) the aggregate amount of all then outstanding and unpaid trade payables of Parent and its Subsidiaries which are outstanding more than sixty (60) days past due as of such time (other than trade payables being contested or disputed in good faith).

"Business Day" means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of Illinois, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term "Business Day" also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

"Capital Expenditures" means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) expenditures made during such period in connection with the replacement, substitution, or restoration of assets or properties pursuant to Section 2.4(e)(ii) of the Agreement, (b) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time and (c) expenditures during such period that,

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pursuant to a written agreement, are reimbursed by a third Person (excluding Parent or any of its Affiliates).

"Capitalized Lease Obligation" means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

"Capital Lease" means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

"Cash Equivalents" means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 180 days from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor's Rating Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"), (c) commercial paper maturing no more than 180 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's, (d) certificates of deposit, time deposits, overnight bank deposits or bankers' acceptances maturing within 180 days from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition of recognized securities dealer having combined capital and surplus of not less than $500,000,000, having a term of not more than 30 days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

"Cash Management Services" means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer of funds (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

"CFC" means a controlled foreign corporation (as that term is defined in the IRC).

"Change in Law" means the occurrence after the date of the Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any

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request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.

"Change of Control" shall mean (a) the failure of Holding Company to own in the aggregate directly or indirectly at least ninety percent (90%) of the voting power of the total outstanding Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent; (b) the failure of Parent to own directly or indirectly one hundred percent (100%) of the voting power of the total outstanding Equity Interests of Borrower entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Borrower; or (c) a change, in one or more transactions, in more than fifty-one percent (51%) of the beneficial ownership of the total outstanding Equity Interests of Holding Company.

"Closing Date" means the date of the making of the initial Revolving Loan (or other extension of credit) under the Agreement.

"Code" means the Illinois Uniform Commercial Code, as in effect from time to time.

"Collateral" means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Parent or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

"Collateral Access Agreement" means an agreement in writing, in form and substance satisfactory to Agent, from any lessor of premises to Borrower, or any other Person to whom any Collateral (other than Equipment that is subject to an Equipment Lease and that is in the possession of the applicable lessee) is consigned or who has custody, control or possession of any such Collateral (other than Equipment that is subject to an Equipment Lease and that is in the possession of the applicable lessee) or is otherwise the owner or operator of any premises on which any of such Collateral (other than Equipment that is subject to an Equipment Lease and that is in the possession of the applicable lessee) is located, in favor of Agent with respect to the Collateral at such premises or otherwise in the custody, control or possession of such lessor, consignee or other Person, pursuant to which such lessor, consignee or other Person, interalia, acknowledges the first priority security interest of Agent in such Collateral, agrees to waive any and all claims such lessor, consignee or other Person may, at any time, have against such Collateral, whether for processing, storage or otherwise, and agrees to permit Agent access to, and the right to remain on, the premises of such lessor, consignee or other Person so as to exercise Agent's rights and remedies and otherwise deal with such Collateral and in the case of any consignee or other person who at any time has custody, control or possession of any Collateral, acknowledges that it holds and will hold possession of the Collateral for the benefit of Agent and Lenders and agrees to follow all instructions of Agent with respect thereto.

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"Commitment" means, with respect to each Lender, its Commitment and, with respect to all Lenders, in each case as such Dollar amounts are set forth beside such Lender's name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

"Competitor" means any Person which is a direct competitor of Borrower or its Subsidiaries or a financial institution that holds Equity Interests in a direct competitor of Borrower or its Subsidiaries if, at the time of a proposed assignment, Agent and the assigning Lender have actual knowledge that such Person or entity whose Equity Interests are held by such Person, is a direct competitor of Borrower or its Subsidiaries.

"Compliance Certificate" means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by the chief financial officer of Borrower to Agent.

"Confidential Information" has the meaning specified therefor in Section 17.9(a) of the Agreement.

"Control Agreement" means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrower or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

"Copyright Security Agreement" has the meaning specified therefor in the Guaranty and Security Agreement.

"Current Assets" means, as at any date of determination, the total assets of Borrower and its Subsidiaries (other than cash and Cash Equivalents) which may properly be classified as current assets on a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP.

"Current Liabilities" means, as at any date of determination, the total liabilities of Borrower and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of the Revolving Loans and the current portion of Permitted Purchase Money Indebtedness) on a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP.

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

"Defaulting Lender" means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement within one (1) Business Day of the date that it is required to do so under the Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified the Borrower, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by Agent)

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under which it has committed to extend credit, (d) failed, within two (2) Business Days after written request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement within one (1) Business Day of the date that it is required to do so under the Agreement, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

"Defaulting Lender Rate" means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).

"Deposit Account" means any deposit account (as that term is defined in the Code).

"Designated Account" means the Deposit Account of Borrower identified on Schedule D-1 to the Agreement (or such other Deposit Account of Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrower to Agent).

"Designated Account Bank" has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that is located within the United States that has been designated as such, in writing, by Borrower to Agent).

"Disqualified Equity Interests" shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

"Dollars" or "$" means United States dollars.

"Drawing Document" means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit.

"EBITDA" means, with respect to any fiscal period,

(a)Borrower's consolidated net income (or loss),

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minus

(b)without duplication, the sum of the following amounts of Borrower for such period to the extent included in determining consolidated net income for such period:

(i)extraordinary gains,

(ii)interest income, and

(iii)other non-cash items added in the calculation of consolidated net income,

plus

(c)without duplication, the sum of the following amounts of Borrower for such period to the extent deducted in determining consolidated net income for such period:

(i)Interest Expense,

(ii)income taxes,

(iii)extraordinary losses (net of insurance and related cash receipts),

(iv)management, transaction, closing and similar fees (other than customary directors fees) paid in cash, to the extent payable hereunder, and

(v)depreciation and amortization for such period,

in each case determined on a consolidated basis in accordance with GAAP.

"Eligible Accounts" means Accounts created by Borrower which meet each of the criteria set forth below. Accounts shall be Eligible Accounts if:

(a)such Accounts arise from (i) the actual and bonafide sale of goods by Borrower, which have either been delivered to a customer or as to which title has transferred to a customer pursuant to documentation reasonably satisfactory to Agent, (ii) the rendition of services by Borrower or (iii) a Qualifying Lease, in each case in the ordinary course of its business, which transactions have been completed in accordance with the terms and provisions contained in any documents related thereto;

(a)such Accounts are not unpaid more than ninety (90) days after the date of the original invoice for them and such Accounts are not unpaid more than sixty (60) days after the original due date for them;

(b)such Accounts comply in all material respects with the covenants and representations relating to Eligible Accounts contained in the Loan Documents;

(c)such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the Account Debtor may be conditional or contingent;

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(d)the chief executive office of the Account Debtor with respect to such Accounts is located in the United States of America or Canada (provided, that, at any time promptly upon Agent's request, Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be required by Agent to perfect the security interests of Agent in those Accounts of an Account Debtor with its chief executive office or principal place of business in Canada in accordance with the applicable laws of the Province of Canada in which such chief executive office or principal place of business is located and take or cause to be taken such other and further actions as Agent may request to enable Agent as secured party with respect thereto to collect such Accounts under the applicable Federal or Provincial laws of Canada) or, at Agent's option, if the chief executive office and principal place of business of the Account Debtor with respect to such Accounts is located other than in the United States of America or Canada, then if either: (i) the Account Debtor has delivered to Borrower an irrevocable letter of credit issued or confirmed by a bank satisfactory to Agent and payable only in the United States of America and in Dollars, sufficient to cover such Account, in form and substance satisfactory to Agent and if required by Agent, the original of such letter of credit has been delivered to Agent or Agent's agent and the issuer thereof, and Borrower has complied with all requirements in the Guaranty and Security Agreement with respect to the assignment of the proceeds of such letter of credit to Agent or naming Agent as transferee beneficiary thereunder, as Agent may specify, or (ii) such Account is subject to credit insurance payable to Agent issued by an insurer and on terms and in an amount acceptable to Agent, or (iii) such Account is otherwise acceptable in all respects to Agent (subject to such lending formula with respect thereto as Agent may determine);

(e)such Accounts do not consist of progress billings (such that the obligation of the Account Debtors with respect to such Accounts is conditioned upon Borrower's satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if Agent shall have received an agreement in writing from the Account Debtor, in form and substance satisfactory to Agent, confirming the unconditional obligation of the Account Debtor to take the goods related thereto and pay such invoice;

(f)the Account Debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed or does not claim to be owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such Account Debtor in excess of the amount at any time and from time to time owed by Borrower to such Account Debtor or claimed owed by such Account Debtor may be deemed Eligible Accounts, so long as the other eligibility criteria herein are satisfied); provided, that in the case of any such counterclaims, defenses or disputes in an amount less than $25,000 such amount shall not be ineligible hereunder unless Borrower reasonably believes the same to be justified;

(g)such Accounts are subject to the first priority, valid and perfected security interest of Agent and such Accounts, and any goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any liens except those permitted in the Agreement;

(h)neither the Account Debtor nor any officer or employee of the Account Debtor with respect to such Accounts is an officer, employee, director, agent or other Affiliate of Borrower or Parent;

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(i)the Account Debtors with respect to such Accounts are not any foreign government, the United States of America, any State, political subdivision, department, agency or instrumentality thereof, unless, if the Account Debtor is the United States of America, any State, political subdivision, department, agency or instrumentality thereof, upon Agent's request, the Federal Assignment of Claims Act of 1940, as amended or any similar State or local law, if applicable, has been complied with in a manner satisfactory to Agent;

(j)to the knowledge of Borrower, there are no proceedings or actions which are threatened or pending against the Account Debtors with respect to such Accounts which could reasonably be expected to result in any material adverse change in any such Account Debtor's financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);

(k)such Accounts are not evidenced by or arising under any instrument;

(l)such Accounts are not evidenced by or arising under any lease or chattel paper, other than a Qualifying Lease;

(m)the aggregate amount of such Accounts owing by a single Account Debtor and its Affiliates do not constitute more than ten percent (10%) of the aggregate amount of all otherwise Eligible Accounts (but in each case the portion of the Accounts not in excess of the applicable percentage may be deemed Eligible Accounts);

(n)such Accounts are not owed by an Account Debtor who has Accounts unpaid more than ninety (90) days after the original invoice date for them or more than sixty (60) days after the original due date for them, which together constitute more than fifty percent (50%) of the total Accounts of such Account Debtor;

(o)the Account Debtor is not located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit Borrower to seek judicial enforcement in such State of payment of such Account, unless Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year or such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost;

(p)such Accounts are owed by Account Debtors whose total indebtedness to Borrower does not exceed the credit limit with respect to such Account Debtors as determined by Borrower from time to time, to the extent such credit limit as to any Account Debtor is established consistent with the current practices of Borrower as of the Closing Date (but the portion of the Accounts not in excess of such credit limit may be deemed Eligible Accounts); and

(q)such Accounts do not represent insurance proceeds.

Any Accounts that are not Eligible Accounts shall nevertheless be part of the Collateral.

"Eligible Equipment" means Equipment or Equipment For Lease of Borrower that meets each of the criteria set forth below. Equipment or Equipment For Lease shall be Eligible Equipment if:

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(a)    it is included in the most recent appraisal received by Agent pursuant to the Agreement, or if it has been acquired by Borrower since the date of such appraisal, or constitutes an improvement to existing Equipment or Equipment For Lease with a fair market value in excess of $200,000 made since the date of such most recent appraisal, it is included in a separate letter of valuation (in form and substance reasonably satisfactory to Agent) from an appraiser reasonably satisfactory to Agent, reflecting the Net Orderly Liquidation Value of such Equipment or Equipment For Lease or improvements;

(b)    it is in good condition and is not worn-out, damaged or defective (other than, in the case of Equipment For Lease classified by Borrower as "down" or "in service", for damage repairable in the ordinary course of Borrower's business) and is not obsolete;

(c)    it is located (i) within the United States at one of Borrower's locations, (ii) within the United States or Canada at the location or jobsite specified in a Qualifying Lease, (iii) within the United States or Canada at the location or jobsite of a former customer pursuant to an expired or terminated Qualifying Lease and subject to a "hold-store-loadout" arrangement, (iv) within the United States at a remote storage yard of Borrower or (v) within the United States or Canada in transit to or from one of the foregoing locations;

(d)    it does not constitute spare parts or similar items;

(e)    in the case of Equipment constituting motor vehicles subject to a certificate of title statute, the original certificate of title has been delivered to Agent, along with a certificate of title lien application executed by Borrower, showing Agent as the secured party;

(f)    in the case of Equipment For Lease, such Equipment For Lease is either subject to a Qualifying Lease or classified by Borrower as "ready-to-rent", "in service" or "down";

(g)    it is subject to a first priority, valid and perfected security interest in favor of Agent and no other lien or security interest in favor of any other Person, except those permitted in the Loan Documents;

(h)    it does not constitute fixtures; and

(i)    it is owned by Borrower and is not leased to Borrower by a third party.

Any Equipment or Equipment For Lease that is not Eligible Equipment shall nevertheless be part of the Collateral.

"Eligible Transferee" means (a) any Lender (other than a Defaulting Lender), any Affiliate of any Lender and any Related Fund of any Lender; (b) any commercial bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (c) any savings and loan association or savings bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (d) any commercial bank organized under the laws of any other country or a political subdivision thereof; provided that (i) such bank is acting through a branch or agency located in the United States or is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country, and (ii) such bank has total assets in excess of $1,000,000,000; (e) any other entity (other than a natural person) that is an "accredited

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investor" (as defined in Regulation D under the Securities Act) that extends credit or buys loans as one of its businesses including insurance companies, investment or mutual funds and lease financing companies, and having total assets in excess of $1,000,000,000; and (f) during the continuation of an Event of Default, any other Person approved by Agent, except as provided in Section 13.1(a)(ii)(B).

"Employee Benefit Plan" means any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, (a) that is or within the preceding six (6) years has been sponsored, maintained or contributed to by any Loan Party or ERISA Affiliate or (b) to which any Loan Party or ERISA Affiliate has, or has had at any time within the preceding six (6) years, any liability, contingent or otherwise.

"Environmental Action" means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of Parent or any of its Subsidiaries, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Parent or any of its Subsidiaries, or any of their predecessors in interest.

"Environmental Law" means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Parent or its Subsidiaries, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.

"Environmental Liabilities" means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

"Environmental Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities.

"Equipment" means equipment (as that term is defined in the Code), including without limitation all cranes.

"Equipment For Lease" means cranes and related Equipment of Borrower that is owned or acquired by Borrower for the purpose of leasing such Equipment to Account Debtors in the ordinary course of Borrower's business.

"Equipment Lease" means any lease, rental agreement or similar agreement or contract between Borrower and a customer whereby Borrower leases to such customer the use of specified Equipment For Lease, including without limitation any Purchase Order Lease.

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"Equity Interest" means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statutes, and all regulations and guidance promulgated thereunder. Any reference to a specific section of ERISA shall be deemed to be a reference to such section of ERISA and any successor statutes, and all regulations and guidance promulgated thereunder.

"ERISA Affiliate" means each entity, trade or business (whether or not incorporated) that together with a Loan Party or a Subsidiary would be (or has been) treated as a "single employer" within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the IRC. ERISA Affiliate shall include any Subsidiary of any Loan Party.

"Event of Default" has the meaning specified therefor in Section 8 of the Agreement.

"Excess Availability" means the amount, as determined by Agent, calculated at any date, equal to: (a) the lesser of: (i) the Borrowing Base (but without giving effect to any Reserves in respect of Letter of Credit Exposure) and (ii) the Maximum Credit (after giving effect to all Reserves other than any Reserves in respect of Letter of Credit Exposure), minus (b) the Borrowing Base Reduction Amount.

"Excess Cash Flow" means, with respect to any fiscal period and with respect to Borrower determined on a consolidated basis in accordance with GAAP the result of:

(a)TTM EBITDA, minus

(i)EBITDA derived from asset dispositions, minus

(ii)cash costs, fees and expenses paid in connection with the Agreement, minus

(b)the sum of

(i)the cash portion of Interest Expense paid during such fiscal period,

(ii)the cash portion of income taxes paid during such period,

(iii)the cash portion of Capital Expenditures (net of (y) any proceeds reinvested in accordance with the proviso to Section 2.4(e)(ii) of the Agreement, and (z) any proceeds of related financings with respect to such expenditures) made during such period, and

(iv)the excess, if any, of Net Working Capital at the end of such period minus the sum of Net Working Capital at the beginning of such period (or, if the difference results in an amount less than zero, minus the excess, if any, of Net Working Capital at the beginning of such period minus Net Working Capital at the end of such period).

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"Exchange Act" means the Securities Exchange Act of 1934, as in effect from time to time.

"Excluded Taxes" means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender's or such Participant's principal office is located in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (ii) taxes resulting from a Lender's or a Participant's failure to comply with the requirements of Section 16.2 of the Agreement, (iii) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of the Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal withholding taxes imposed under FATCA.

"Existing Letters of Credit" means those letters of credit issued under the Second Amended Loan Agreement and described on Schedule E-1 to the Agreement.

"Extraordinary Advances" has the meaning specified therefor in Section 2.3(d)(iii) of the Agreement.

"Extraordinary Receipts" means (a) so long as no Event of Default has occurred and is continuing, proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause of action or claim, and (b) if an Event of Default has occurred and is continuing, any payments received by Parent or any of its Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.4(e)(ii) of the Agreement) consisting of (i) proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause of action or claim, (ii) indemnity payments (other than to the extent such indemnity payments are immediately payable to a Person that is not an Affiliate of Parent or any of its Subsidiaries), and (iii) any purchase price adjustment received in connection with any purchase agreement.

"FATCA" means Sections 1471 through 1474 of the IRC, as of the date of the Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

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"Fee Letter" means that certain Fourth Amended and Restated Fee Letter, dated as of even date with the Agreement, between Borrower and Agent, in form and substance reasonably satisfactory to Agent.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it.

"First Amended Loan Agreement" has the meaning specified therefor in the preamble to the Agreement.

"Fixed Charge Coverage Ratio" means, with respect to Borrower and its Subsidiaries for any period, determined on a consolidated basis in accordance with GAAP, the ratio of (a) the amount equal to (i) EBITDA for such period, less (ii) EBITDA derived from asset dispositions, less (iii) Capital Expenditures for such period to (b) Fixed Charges for such period.

"Fixed Charges" means, with respect to Borrower and its Subsidiaries for any period, determined on a consolidated basis in accordance with GAAP and without duplication, the sum of (a) all Interest Expense paid or payable in cash during such period; plus (b) consolidated income Taxes for such period that are required to be or are paid or payable in cash during such period; plus (c) all regularly scheduled (as determined at the beginning of the respective period) principal payments of Indebtedness for borrowed money and Indebtedness with respect to Capital Leases paid or payable for such period; plus (d) the fees paid to Agent or any Lender in respect of the Obligations, excluding any fees or expenses paid on or immediately after the Closing Date to any of the foregoing or to their counsel or other advisors, in each case relating to the transactions contemplated by this Agreement.

"Foreign Lender" means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

"Funding Date" means the date on which a Borrowing occurs.

"Funding Losses" has the meaning specified therefor in Section 2.12(b)(ii) of the Agreement.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

"Governing Documents" means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

"Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions

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of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).

"Guarantor" means (a) each Subsidiary of Parent, (b) Parent and (c) each other Person that becomes a guarantor after the Closing Date.

"Guaranty and Security Agreement" means the Guaranty and Security Agreement, dated as of even date with the Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered to Agent by Borrower and each of the Guarantors in existence on the Closing Date.

"Hazardous Materials" means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

"Hedge Agreement" means a "swap agreement" as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.

"Hedge Obligations" means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of Parent or its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers.

"Hedge Provider" means Agent, any Affiliate of Agent or, with the prior consent of Agent, any Lender or any of its Affiliates; provided, that no such Person (other than Wells Fargo or its Affiliates) shall constitute a Hedge Provider unless and until Agent receives a Bank Product Provider Agreement from such Person and with respect to the applicable Hedge Agreement within 10 days after the execution and delivery of such Hedge Agreement with Parent or its Subsidiaries; providedfurther, that if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after the date on which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Hedge Providers and the obligations with respect to Hedge Agreements entered into with such former Lender or any of its Affiliates shall no longer constitute Hedge Obligations.

"Holding Company" means Essex Rental Corp., a Delaware corporation.

"Indebtedness" as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course

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of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses), (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.

"Indemnified Liabilities" has the meaning specified therefor in Section 10.3 of the Agreement.

"Indemnified Person" has the meaning specified therefor in Section 10.3 of the Agreement.

"Indemnified Taxes" means, any Taxes other than Excluded Taxes.

"Ineligible Institution" means any distressed debt fund.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

"Interest Expense" means, for any period, the aggregate of the interest expense of Borrower for such period, determined on a consolidated basis in accordance with GAAP.

"Interest Period" means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3, or 6 months thereafter; provided, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3 or 6 months after the date on which the Interest Period began, as applicable, and (d) Borrower may not elect an Interest Period which will end after the Maturity Date.

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"Inventory" means inventory (as that term is defined in the Code).

"Investment" means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment.

"IRC" means the Internal Revenue Code of 1986, as amended, and any successor statutes, and all regulations and guidance promulgated thereunder. Any reference to a specific section of the IRC shall be deemed to be a reference to such section of the IRC and any successor statutes, and all regulations and guidance promulgated thereunder.

"ISP" means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.

"Issuer Document" means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by Borrower in favor of Issuing Bank and relating to such Letter of Credit.

"Issuing Bank" means Wells Fargo or any other Lender that, at the request of Borrower and with the consent of Agent, agrees, in such Lender's sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.11 of the Agreement, and Issuing Bank shall be a Lender.

"Lender" has the meaning set forth in the preamble to the Agreement, shall include Issuing Bank and shall also include any other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and "Lenders" means each of the Lenders or any one or more of them.

"Lender Group" means each of the Lenders (including Issuing Bank) and Agent, or any one or more of them.

"Lender Group Expenses" means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by Parent or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group's transactions with Parent or its Subsidiaries under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent's customary fees and charges imposed or incurred in connection with any background

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checks or OFAC/PEP searches related to Parent or its Subsidiaries, (d) Agent's customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees and expenses of Agent related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 2.10 of the Agreement, (h) Agent's reasonable costs and expenses (including reasonable documented attorney's fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent's Liens in and to the Collateral, or the Lender Group's relationship with Parent or any of its Subsidiaries, (i) Agent's reasonable documented costs and expenses (including reasonable documented attorney's fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to CUSIP, DXSyndicate™, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving, or modifying the Loan Documents, and (j) Agent's and each Lender's reasonable documented costs and expenses (including reasonable documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a "workout," a "restructuring," or an Insolvency Proceeding concerning Parent or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral.

"Lender Group Representatives" has the meaning specified therefor in Section 17.9 of the Agreement.

"Lender-Related Person" means, with respect to any Lender, such Lender, together with such Lender's Affiliates, officers, directors, employees, attorneys, and agents.

"Letter of Credit" means a letter of credit (as that term is defined in the Code) issued by Issuing Bank.

"Letter of Credit Collateralization" means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent, including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of the Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Lenders in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Bank, terminating all of such beneficiaries' rights under the Letters of Credit, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory

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to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).

"Letter of Credit Disbursement" means a payment made by Issuing Bank pursuant to a Letter of Credit.

"Letter of Credit Exposure" means, as of any date of determination with respect to any Lender, such Lender's Pro Rata Share of the Letter of Credit Usage on such date.

"Letter of Credit Fee" has the meaning specified therefor in Section 2.6(b) of the Agreement.

"Letter of Credit Indemnified Costs" has the meaning specified therefor in Section 2.11(f) of the Agreement.

"Letter of Credit Related Person" has the meaning specified therefor in Section 2.11(f) of the Agreement.

"Letter of Credit Usage" means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit.

"LIBOR Deadline" has the meaning specified therefor in Section 2.12(b)(i) of the Agreement.

"LIBOR Notice" means a written notice in the form of Exhibit L-1 to the Agreement.

"LIBOR Option" has the meaning specified therefor in Section 2.12(a) of the Agreement.

"LIBOR Rate" means the rate per annum rate appearing on Macro*World's (https://capitalmarkets.mworld.com; the "Service") Page BBA LIBOR - USD (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance with the Agreement (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by Agent and shall be conclusive in the absence of manifest error.

"LIBOR Rate Loan" means each portion of a Revolving Loan that bears interest at a rate determined by reference to the LIBOR Rate.

"LIBOR Rate Margin" has the meaning set forth in the definition of Applicable Margin.

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"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

"Loan" shall mean any Revolving Loan or Extraordinary Advance made (or to be made) hereunder.

"Loan Account" has the meaning specified therefor in Section 2.9 of the Agreement.

"Loan Documents" means the Agreement, the Control Agreements, any Copyright Security Agreement, any Borrowing Base Certificate, the Fee Letter, the Guaranty and Security Agreement, any Issuer Documents, the Letters of Credit, the Mortgages, any Patent Security Agreement, any Trademark Security Agreement, any note or notes executed by Borrower in connection with the Agreement, the Second Amended Loan Agreement, the First Amended Loan Agreement, or the Original Loan Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by Parent or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement.

"Loan Party" means Borrower or any Guarantor, including without limitation Parent.

"Margin Stock" as defined in Regulation U of the Board of Governors as in effect from time to time.

"Material Adverse Effect" means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or financial condition of Parent and its Subsidiaries, taken as a whole, (b) a material impairment of Parent's and its Subsidiaries ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group's ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority of Agent's Liens with respect to all or a material portion of the Collateral.

"Material Contract" means, with respect to any Person, (a) each contract or other written agreement (other than the Loan Documents), including without limitation Equipment Leases and each other contract or other written agreement of any such Person involving monetary liability of or to any Person in an amount in excess of $1,000,000 in any fiscal year and (b) any other contract or other agreement (other than the Loan Agreements), whether written or oral, to which such Person is a party as to which the breach, non-performance, cancellation or failure to renew by any party thereto would have a Material Adverse Effect.

"Maturity Date" means October 31, 2016.

"Maximum Revolver Amount" means $175,000,000, decreased by the amount of reductions in the Commitments made in accordance with Section 2.4(f) of the Agreement; provided, that the Maximum Revolver Amount will automatically be reduced to the following amounts on

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the dates specified, to the extent that the Maximum Revolver Amount has not already been reduced to such amounts through the operation of Section 2.4(f) of the Agreement:

Date	Maximum Revolver Amount
March 31, 2014	$165,000,000
March 31, 2015	$150,000,000
February 28, 2016	$130,000,000

All such reductions shall be applied to the Commitments of the Lenders in accordance with their respective Pro Rata Shares.

"Moody's" has the meaning specified therefor in the definition of Cash Equivalents.

"Mortgages" means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by Borrower or its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral, in each case as amended or modified to date and from time to time hereafter.

"Multiemployer Plan" means any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA with respect to which any Loan Party or ERISA Affiliate has an obligation to contribute or has any liability, contingent or otherwise or could be assessed withdrawal liability assuming a complete withdrawal from any such multiemployer plan.

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"Net Cash Proceeds" means with respect to any sale or disposition by Parent or any of its Subsidiaries of assets, the amount of cash proceeds received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of Parent or its Subsidiaries, in connection therewith after deducting therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under the Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by Parent or such Subsidiary in connection with such sale or disposition, (iii) taxes paid or payable to any taxing authorities by Parent or such Subsidiary in connection with such sale or disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of Parent or any of its Subsidiaries, and are properly attributable to such transaction; and (iv) all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of such assets, (B) for any liabilities associated with such sale or casualty, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date of such sale or other disposition, to the extent that in each case the funds described above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account that is subject to a Control Agreement in favor of Agent and (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e) of the Agreement at such time when such amounts are no longer required to be set aside as such a reserve.

"Net Orderly Liquidation Value" means, as to any Equipment or Equipment For Lease, the sum of (a) the net orderly liquidation value of such Equipment or Equipment For Lease as set forth on the most recent appraisal delivered pursuant to the Agreement plus (b) the aggregate amount of cash expenditures made repairing or refurbishing such Equipment or Equipment For Lease in connection with, or in preparation for, the sale of such Equipment or Equipment For Lease, to the extent such expenditures are not reflected in the calculation of net order liquidation value in such appraisal.

"Net Working Capital" means, as of any date of determination, Current Assets as of such date minus Current Liabilities as of such date, excluding deferred income tax assets and liabilities.

"Non-Consenting Lender" has the meaning specified therefor in Section 14.2(a) of the Agreement.

"Non-Defaulting Lender" means each Lender other than a Defaulting Lender.

"Notification Event" means (a) the occurrence of a "reportable event" described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the

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PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in "at risk status" within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in "endangered status" or "critical status" within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an "accumulated funding deficiency" within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

"Obligations" means (a) all loans (including the Revolving Loans (inclusive of Extraordinary Advances)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Bank Product Obligations. Without limiting the generality of the foregoing, the Obligations of Borrower under the Loan Documents

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include the obligation to pay (i) the principal of the Revolving Loans, (ii) interest accrued on the Revolving Loans, (iii) the amount necessary to reimburse Issuing Bank for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of Credit commissions, and fees (including fronting fees) and charges, (v) Lender Group Expenses, (vi) fees payable under the Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

"OFAC" means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

"Orderly Liquidation Value" means, as to any Equipment or Equipment For Lease, the sum of (a) the orderly liquidation value of such Equipment or Equipment For Lease as set forth on the most recent appraisal delivered pursuant to the Agreement plus (b) the aggregate amount of cash expenditures made repairing or refurbishing such Equipment or Equipment For Lease in connection with, or in preparation for, the sale of such Equipment or Equipment For Lease, to the extent such expenditures are not reflected in the calculation of orderly liquidation value in such appraisal.

"Original Loan Agreement" has the meaning specified therefor in the preamble to the Agreement.

"Originating Lender" has the meaning specified therefor in Section 13.1(e) of the Agreement.

"Overadvance" means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section 2.1 or Section 2.11.

"Parent" has the meaning specified therefor in the preamble to the Agreement.

"Participant" has the meaning specified therefor in Section 13.1(e) of the Agreement.

"Patent Security Agreement" has the meaning specified therefor in the Guaranty and Security Agreement.

"Patriot Act" has the meaning specified therefor in Section 4.13 of the Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor agency.

"Pension Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV or Section 302 of ERISA or Sections 412 or 430 of the IRC sponsored, maintained, or contributed to by any Loan Party or ERISA Affiliate or to which any Loan Party or ERISA Affiliate has any liability, contingent or otherwise.

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

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"Permitted Dispositions" means:

(a)sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of Parent and its Subsidiaries,

(b)sales of Inventory (other than Equipment or Equipment For Lease) to buyers in the ordinary course of business,

(c)leases of Equipment For Lease pursuant to Equipment Leases in the ordinary course of business,

(d)the sale or other disposition of Equipment and Equipment For Lease, so long as (i) Agent is notified of such sale or other disposition at least 3 days prior thereto (which notice shall include a reasonably accurate estimate of the Net Cash Proceeds of such sale or other disposition), (ii) the Net Cash Proceeds of such sale or other disposition shall be greater than or equal to seventy percent (70%) of the Orderly Liquidation Value of the Equipment or Equipment For Lease subject to such sale or other disposition and (iii) the Net Cash Proceeds of such sale or other disposition, together with the Net Cash Proceeds of all other such sale or other dispositions during the six-month period immediately preceding such sale or other disposition, are in the aggregate greater than or equal to eighty percent (80%) of the aggregate Orderly Liquidation Value of all Equipment and Equipment For Lease subject to all such sales or other dispositions,

(e)the issuance and sale by Parent of Equity Interests of Parent after the Closing Date; provided, that, (i) Agent shall have received not less than ten (10) Business Days' prior written notice of such issuance and sale by Parent, which notice shall specify the parties to whom such shares are to be sold, the terms of such sale, the total amount which it is anticipated will be realized from the issuance and sale of such stock and the net cash proceeds which it is anticipated will be received by Parent from such sale, (ii) Parent shall not be required to pay any cash dividends or repurchase or redeem such Equity Interests or make any other payments in respect thereof, except as otherwise permitted in Section 6.7 hereof, and (iii) the terms of such Equity Interests, and the terms and conditions of the purchase and sale thereof, shall not include any terms that include any limitation on the right of Borrower to request or receive Loans or Letters of Credit or the right of Borrower and Parent to amend or modify any of the terms and conditions of this Agreement or any of the other Loan Documents or otherwise in any way relate to or affect the arrangements of Borrower and Parent with Agent and Lenders or are more restrictive or burdensome to Borrower or Parent than the terms of any Equity Interests in effect on the Closing Date,

(f)the issuance of Equity Interests of Borrower or Parent consisting of common stock pursuant to an employee stock option or grant or similar equity plan or 401(k) plans of Borrower or Parent for the benefit of its employees, directors and consultants, provided, that, in no event shall Borrower or Parent be required to issue, or shall Borrower or Parent issue, Equity Interests pursuant to such stock plans or 401(k) plans which would result in a Change of Control or other Event of Default,

(g)the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan Documents,

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(h)the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(i)the granting of Permitted Liens,

(j)the sale or discount, in each case without recourse, of Accounts arising in the ordinary course of business, but only in connection with the compromise or collection thereof,

(k)any involuntary loss, damage or destruction of property,

(l)any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property,

(m)the leasing or subleasing of assets (other than Equipment or Equipment For Lease) of Borrower or its Subsidiaries in the ordinary course of business,

(n)(i) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrower and its Subsidiaries to the extent not economically desirable in the conduct of their business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Lender Group,

(o)the making of Restricted Payments that are expressly permitted to be made pursuant to the Agreement, and

(p)the making of Permitted Investments.

"Permitted Indebtedness" means:

(a)Indebtedness evidenced by the Agreement or the other Loan Documents,

(b)Indebtedness set forth on Schedule 4.14 to the Agreement and any Refinancing Indebtedness in respect of such Indebtedness,

(c)Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,

(d)endorsement of instruments or other payment items for deposit,

(e)Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with respect to Indebtedness of Parent or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness,

(f)unsecured Indebtedness owed to any Person providing property, casualty, liability, or other insurance to Parent or any of its Subsidiaries, so long as the amount of such

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Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,

(g)the incurrence by Parent or its Subsidiaries of Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Parent's and its Subsidiaries' operations and not for speculative purposes,

(h)customer deposits held in the ordinary course of business in connection with Equipment Leases,

(i)Subordinated Indebtedness, and

(j)any other unsecured Indebtedness incurred by Parent or any of its Subsidiaries, so long as (i) the terms thereof are acceptable to Agent and (ii) the aggregate principal amount does not at any one time exceed $500,000.

"Permitted Investments" means:

(a)Investments in cash and Cash Equivalents,

(b)Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; provided, that, other than with respect to cash and Cash Equivalents held in the Blocked Accounts, and petty cash in an aggregate amount not in excess of $25,000 at any time, (i) no Loans are then outstanding and (ii) the Deposit Account, Securities Account or other account in which such cash or Cash Equivalents are held as subject to a Control Agreement in favor of Agent,

(c)Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries; provided, that promptly upon the receipt of the original of any such promissory note by a Loan Party or one of its Subsidiaries, such promissory note shall be endorsed in blank by the applicable Person and promptly delivered to Agent as so endorsed,

(d)Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1 to the Agreement; provided, that, as to such loans and advances, neither such Loan Party nor any of its Subsidiaries shall, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and Borrower shall furnish to Agent all notices or demands in connection with such loans and advances either received by any Loan Party or any of its Subsidiaries or on its behalf, promptly after the receipt thereof, or sent by any Loan Party or any of its Subsidiaries or on its behalf, concurrently with the sending thereof, as the case may be,

(e)investments, loans or advances by Parent in or to Borrower; provided, that any such intercompany loans or advances shall be evidenced by a promissory note or other instrument

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in form and substance reasonably satisfactory to Agent and such promissory note or instrument shall have been pledged to Agent pursuant to the Loan Documents,

(f)guarantees permitted under the definition of Permitted Indebtedness,

(g)Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims,

(h)deposits of cash made in the ordinary course of business to secure performance of operating leases,

(i)(i) non-cash loans and advances to employees, officers, and directors of Parent or any of its Subsidiaries for the purpose of purchasing Equity Interests in Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in Parent, and (ii) loans and advances to employees and officers of Parent or any of its Subsidiaries in the ordinary course of business for any other business purpose and in an aggregate amount not to exceed $25,000 at any one time, and

(j)Investments resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to Indebtedness that is permitted under clause (g) of the definition of Permitted Indebtedness.

"Permitted Liens" means

(a)Liens granted to, or for the benefit of, Agent to secure the Obligations,

(b)Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over Agent's Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,

(c)non-consensual statutory Liens (other than Liens securing the payment of taxes) arising in the ordinary course of business to the extent: (i) such Liens secure Permitted Indebtedness which is not overdue or (ii) such Liens secure Permitted Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or are the subject of Permitted Protests, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books in accordance with GAAP,

(d)judgment and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) such Liens are the subject of a Permitted Protest, (ii) a stay of enforcement of any such Liens is in effect and (iii) Agent may establish a Reserve with respect thereto,

(e)Liens set forth on Schedule P-2 to the Agreement; provided, that to qualify as a Permitted Lien, any such Lien described on Schedule P-2 to the Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof,

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(f)the interests of lessors under operating leases and non-exclusive licensors under license agreements,

(g)purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any Refinancing Indebtedness in respect thereof,

(h)Liens on amounts deposited in the ordinary course of business to secure Parent's and its Subsidiaries obligations in connection with worker's compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Parent and its Subsidiaries as of the Closing Date,

(i)with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof,

(j)non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(k)Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness,

(l)rights of setoff or bankers' liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business,

(m)Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness, and

(n)Liens arising from (i) operating leases and precautionary financing statement filings in respect thereof and (ii) equipment or other materials in each case which are not owned by Parent or any of its Subsidiaries located on the premises of Parent or any of its Subsidiaries (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Parent or such Subsidiary and the precautionary financing statement filings in respect thereof.

"Permitted Protest" means the right of Parent or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on Parent's or its Subsidiaries' books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Parent or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Agent's Liens.

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"Permitted Purchase Money Indebtedness" means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of Equipment, Equipment For Lease and Real Property for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of $1,500,000.

"Person" means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

"Platform" has the meaning specified therefor in Section 17.9(c) of the Agreement.

"Prior Obligations" has the meaning specified therefor in Section 2.14 of the Agreement.

"Projections" means Borrower's forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrower's historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

"Pro Rata Share" means, as of any date of determination:

(a)with respect to a Lender's obligation to make all or a portion of the Revolving Loans, with respect to such Lender's right to receive payments of interest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations and other matters related to the Commitments or the Revolving Loans, the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders,

(b)with respect to a Lender's obligation to participate in the Letters of Credit, with respect to such Lender's obligation to reimburse Issuing Bank, and with respect to such Lender's right to receive payments of Letter of Credit Fees, and with respect to all other computations and other matters related to the Letters of Credit, the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders; provided, that if all of the Revolving Loans have been repaid in full and all Commitments have been terminated, but Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined as if the Commitments had not been terminated and based upon the Commitments as they existed immediately prior to their termination, and

(c)with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7 of the Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to Section 13.1; provided, that if all of the Loans have been repaid in full, all Letters of Credit have been made the subject of Letter of Credit Collateralization, and all Commitments have been terminated, Pro Rata Share under this clause shall be determined as if the Revolving Loan Exposures had not been repaid, collateralized, or

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terminated and shall be based upon the Revolving Loan Exposures as they existed immediately prior to their repayment, collateralization, or termination.

"Protective Advances" has the meaning specified therefor in Section 2.3(d)(i) of the Agreement.

"Public Lender" has the meaning specified therefor in Section 17.9(c) of the Agreement.

"Purchase Order Lease" means an Equipment Lease evidenced by a purchase order and a series of invoices, rather than a written lease.

"Qualified Equity Interest" means and refers to any Equity Interests issued by Parent (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest.

"Qualifying Lease" means any Equipment Lease entered into between Borrower and an Account Debtor:

(a)    that is either (i) in the form attached to the Agreement as Exhibit E-1, (ii) otherwise in form and substance reasonably satisfactory to Agent or (iii) a Purchase Order Lease;

(b)    a copy of which have been delivered to Agent, together with all insurance certificates required under such Equipment Lease and which Equipment Lease (if written) has been legended to reflect that Agent has been granted a lien on Borrower's rights thereunder;

(c)    as to which the underlying Equipment For Lease has been delivered to, or is in transit to, the customer or its jobsite;

(d)    as to which both the Account Debtor and the underlying Equipment For Lease is located in the continental United States or Canada;

(e)    with respect to which such Equipment Lease and the underlying Equipment For Lease are each subject to a first priority, valid and perfected security interest in favor of Agent and no other lien or security interest in favor of any Person, except those permitted in the Loan Documents; and

(f)    that is an operating lease entered into by Borrower in the ordinary course of business.

"Real Property" means any estates or interests in real property now owned or hereafter acquired by Borrower or its Subsidiaries and the improvements thereto.

"Real Property Collateral" means (a) the Real Property identified on Schedule R-1 to the Agreement and (b) any Real Property hereafter acquired by Borrower or its Subsidiaries with a fair market value in excess of $250,000.

"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

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"Refinancing Indebtedness" means refinancings, renewals, or extensions of Indebtedness so long as:

(a)such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto,

(b)such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders,

(c)if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and

(d)the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.

"Related Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

"Remedial Action" means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

"Replacement Lender" has the meaning specified therefor in Section 2.13(b) of the Agreement.

"Report" has the meaning specified therefor in Section 15.16 of the Agreement.

"Required Lenders" means, at any time, those Lenders whose Pro Rata Shares aggregate sixty-six and two-thirds percent (66 2/3%) or more of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding Obligations are owing; provided, that (i) the Commitments or Obligations, as applicable, of any Defaulting Lender shall be disregarded

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in the determination of Required Lenders and (ii) at any time that there are only two Lenders under this Agreement, "Required Lenders" shall mean both of the Lenders.

"Reserves" means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion, pursuant to Section 2.1(c), to establish and maintain with respect to the Borrowing Base or the Maximum Revolver Amount.

"Restricted Payment" means to (a) declare or pay any dividend or make any other payment or distribution, directly or indirectly, on account of Equity Interests issued by a Person (including any payment in connection with any merger or consolidation involving such Person) or to the direct or indirect holders of Equity Interests issued by such Person in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by such Person, or (b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with any merger or consolidation involving a Person) any Equity Interests issued by such Person, (c) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests of a Person now or hereafter outstanding, and (d) make, or cause or suffer to permit any of a Person's Subsidiaries to make, any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.

"Revolver Usage" means, as of any date of determination, the sum of (a) the amount of outstanding Revolving Loans (inclusive of Protective Advances), plus (b) the amount of the Letter of Credit Usage.

"Revolving Loan Exposure" means, with respect to any Lender, as of any date of determination (a) prior to the termination of the Commitments, the amount of such Lender's Commitment, and (b) after the termination of the Commitments, the aggregate outstanding principal amount of the Revolving Loans of such Lender.

"Revolving Loans" has the meaning specified therefor in Section 2.1(a) of the Agreement.

"Sanctioned Entity" means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

"Sanctioned Person" means a person named on the list of Specially Designated Nationals maintained by OFAC.

"S&P" has the meaning specified therefor in the definition of Cash Equivalents.

"SEC" means the United States Securities and Exchange Commission and any successor thereto.

"Second Amended Loan Agreement" has the meaning specified therefor in the preamble to the Agreement.

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"Securities Account" means a securities account (as that term is defined in the Code).

"Securities Act" means the Securities Act of 1933, as amended from time to time, and any successor statute.

"Settlement" has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

"Settlement Date" has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

"Solvent" means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person's debts (including contingent liabilities) is less than all of such Person's assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, and (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is "solvent" or not "insolvent", as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

"Standard Letter of Credit Practice" means, for Issuing Bank, any domestic or foreign law or letter of credit practices applicable in the city in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.

"Subordinated Indebtedness" means any unsecured Indebtedness of Borrower or its Subsidiaries incurred from time to time, so long as each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Required Lenders and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment in cash of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, in form and substance reasonably satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of Borrower to incur such Indebtedness, which notice shall set forth the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may reasonably request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) in no event shall the aggregate principal amount of such Indebtedness incurred during the term of this Agreement exceed

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$20,000,000, and (v) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred.

"Subsidiary" of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity.

"Supermajority Lenders" means, at any time, Lenders having or holding more than 66 2/3% of the sum of the aggregate Revolving Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, and (ii) at any time there are 2 or more Lenders, "Supermajority Lenders" must include at least 2 Lenders (who are not Affiliates of one another).

"Taxes" means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto.

"Tax Lender" has the meaning specified therefor in Section 14.2(a) of the Agreement.

"Trademark Security Agreement" has the meaning specified therefor in the Guaranty and Security Agreement.

"TTM EBITDA" means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

"UCP" means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.

"United States" means the United States of America.

"Unused Line Fee" has the meaning specified therefor in Section 2.10(b) of the Agreement.

"Voidable Transfer" has the meaning specified therefor in Section 17.8 of the Agreement.

"Wells Fargo" means Wells Fargo Bank, National Association, a national banking association.

"Withdrawal Liability" means liability with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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EXHIBIT A-1

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT ("Assignment Agreement") is entered into as of _______________________________ between _______________________________ ("Assignor") and _______________________________ ("Assignee"). Reference is made to the Agreement described in Annex I hereto (the "Credit Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

1.    In accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor's rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor's portion of the Commitments, all to the extent specified on Annex I.

2.    The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any Guarantor or the performance or observance by Borrower or any Guarantor of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrower to Assignor with respect to Assignor's share of the Revolving Loans assigned hereunder, as reflected on Assignor's books and records.

3.    The Assignee (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) [confirms that it is an Eligible Transferee;] (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; [and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary

to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.]

4.    Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent. The effective date of this Assignment (the "Settlement Date") shall be the latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole and separate account a processing fee in the amount of $5,000 (if required by the Credit Agreement), (c) the receipt of any required consent of the Agent, and (d) the date specified in Annex I.

5.    As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender's obligations under Article 15 and Section 17.9(a) of the Credit Agreement.

6.    Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to the period of time from and after the Settlement Date.

7.    This Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.

8.    THIS ASSIGNMENT AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as of the first date written above.

[NAME OF ASSIGNOR]
as Assignor 
By

Name:
Title:

[NAME OF ASSIGNEE]
as Assignee 
By

Name:
Title:

ACCEPTED THIS ____ DAY OF
_______________WELLS FARGO CAPITAL FINANCE, LLC,a national banking association, as Agent 
By

Name:
Title:

ANNEX FOR ASSIGNMENT AND ACCEPTANCE
ANNEX I

1. Borrower: Essex Crane Rental Corp.

2. Name and Date of Credit Agreement:

Third Amended and Restated Credit Agreement dated as of March __, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among Essex Holdings, LLC, as parent ("Parent"), Borrower, the lenders party thereto as "Lenders", and Wells Fargo Capital Finance, LLC ("Wells Fargo"), as administrative agent for each member of the Lender Group and the Bank Product Providers, and Wells Fargo, as sole lead arranger and as sole bookrunner.

3. Date of Assignment Agreement:    __________

4. Amounts:

(a) Assigned Amount of Commitment    $__________

(b) Assigned Amount of Revolving Loans    $__________

5. Settlement Date:    __________

6. Purchase Price    $__________

7. Notice and Payment Instructions, etc.

Assignee:

_______________________________
_______________________________
_______________________________ Assignor:

_______________________________
_______________________________
_______________________________

EXHIBIT B-2

FORM OF BANK PRODUCT PROVIDER LETTER AGREEMENT

[Letterhead of Specified Bank Products Provider]

[Date]

Wells Fargo Capital Finance, LLC, as Agent
150 South Wacker Drive
Suite 2200
Chicago, Illinois 60606
Attention: Laura Nickas
Fax No.: (312) 332-0424

Reference hereby is made to that certain Third Amended and Restated Credit Agreement dated as of March __, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among Essex Holdings, LLC, as parent ("Parent"), Essex Crane Rental Corp., as borrower ("Borrower"), the lenders party thereto as "Lenders", and Wells Fargo Capital Finance, LLC ("Wells Fargo"), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

Reference is also made to that certain [describe the Bank Product Agreement or Agreements] (the "Specified Bank Product Agreement [Agreements]") dated as of __________ by and between [Lender or Affiliate of Lender] (the "Specified Bank Products Provider") and [identify the Loan Party].

1.Appointment of Agent. The Specified Bank Products Provider hereby designates and appoints Agent, and Agent by its signature below hereby accepts such appointment, as its agent under the Credit Agreement and the other Loan Documents. The Specified Bank Products Provider hereby acknowledges that it has reviewed Sections 15.1 through 15.15 and Sections 15.17, 15.18, and 17.5 (collectively such sections are referred to herein as the "Agency Provisions"), including, as applicable, the defined terms used therein. Specified Bank Products Provider and Agent each agree that the Agency Provisions which govern the relationship, and certain representations, acknowledgements, appointments, rights, restrictions, and agreements, between the Agent, on the one hand, and the Lenders or the Lender Group, on the other hand, shall, from and after the date of this letter agreement also apply to and govern, mutatis mutandis, the relationship between the Agent, on the one hand, and the Specified Bank Product Provider with respect to the Bank Products provided pursuant to the Specified Bank Product Agreement[s], on the other hand.

2.Acknowledgement of Certain Provisions of Credit Agreement. The Specified Bank Products Provider hereby acknowledges that it has reviewed the provisions of Sections 2.4(b)(ii), 14.1, 15, and 17.5 of the Credit Agreement, including, as applicable, the defined terms used therein, and agrees to be bound by the provisions thereof. Without limiting the

generality of any of the foregoing referenced provisions, Specified Bank Product Provider understands and agrees that its rights and benefits under the Loan Documents consist solely of it being a beneficiary of the Liens and security interests granted to Agent and the right to share in proceeds of the Collateral to the extent set forth in the Credit Agreement.

3.Reporting Requirements. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products. On a monthly basis (not later than the 10th Business Day of each calendar month) or as more frequently as Agent shall request, the Specified Bank Products Provider agrees to provide Agent with a written report, in form and substance satisfactory to Agent, detailing Specified Bank Products Provider's reasonable determination of the liabilities and obligations (and mark-to-market exposure) of Borrower and the other Loan Parties in respect of the Bank Products provided by Specified Bank Products Provider pursuant to the Specified Bank Products Agreement[s]. If Agent does not receive such written report within the time period provided above, Agent shall be entitled to assume that the reasonable determination of the liabilities and obligations of Borrower and the other Loan Parties with respect to the Bank Products provided pursuant to the Specified Bank Products Agreement[s] is either the amount of such reasonable determination of such liabilities and obligations most recently reported by the Specified Bank Products Provider, or, if no such reporting has ever been made, zero.

4.Bank Product Reserve Conditions. Specified Bank Products Provider further acknowledges and agrees that Agent shall have the right (to the extent permitted pursuant to the Credit Agreement), but shall have no obligation to establish, maintain, relax, or release reserves in respect of any of the Bank Product Obligations and that if reserves are established there is no obligation on the part of the Agent to determine or insure whether the amount of any such reserve is appropriate or not (including whether it is sufficient in amount). If Agent chooses to implement a reserve, Specified Bank Products Provider acknowledges and agrees that Agent shall be entitled to rely on the information in the reports described above to establish the Bank Product Reserve Amount.

5.Bank Product Obligations. From and after the delivery to Agent of this agreement duly executed by Specified Bank Product Provider and the acknowledgement of this agreement by Agent and Borrower, the obligations and liabilities of Borrower and the other Loan Parties to Specified Bank Product Provider in respect of Bank Products evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations (and which, in turn, shall constitute Obligations), and Specified Bank Product Provider shall constitute a Bank Product Provider until such time as Specified Bank Products Provider or its Affiliate is no longer a Lender. Specified Bank Products Provider acknowledges that other Bank Products (which may or may not be Specified Bank Products) may exist at any time.

6.Notices. All notices and other communications provided for hereunder shall be given in the form and manner provided in Section 11 of the Credit Agreement, and, if to Agent, shall be mailed, sent, or delivered to Agent in accordance with Section 11 in the Credit Agreement, if to Borrower, shall be mailed, sent, or delivered to Borrower in accordance with Section 11 in the Credit Agreement, and, if to Specified Bank Products Provider, shall

be mailed, sent or delivered to the address set forth below, or, in each case as to any party, at such other address as shall be designated by such party in a written notice to the other party.

If to Specified Bank Products Provider: ________________________
________________________
________________________Attn: ____________________
Fax No. __________________

7.Miscellaneous. This agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto (including any successor agent pursuant to Section 15.9 of the Credit Agreement); provided, that Borrower may not assign this agreement or any rights or duties hereunder without the other parties' prior written consent and any prohibited assignment shall be absolutely void abinitio. Unless the context of this agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms "includes" and "including" are not limiting, and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." This agreement may be executed in any number of counterparts and by different parties on separate counterparts. Each of such counterparts shall be deemed to be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this letter by telefacsimile or other means of electronic transmission shall be equally effective as delivery of a manually executed counterpart.

8.Governing Law. THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

[signature pages to follow]

Sincerely, 
[SPECIFIED BANK PRODUCTS PROVIDER] 
By:
Name:
Title:

Acknowledged, accepted, and agreed
as of the date first written above:ESSEX CRANE RENTAL CORP., as Borrower 
By:
Name:
Title:

EXHIBIT C-1

FORM OF COMPLIANCE CERTIFICATE

[on Borrower's letterhead]

To: Wells Fargo Capital Finance, LLC, as Agent
150 South Wacker Drive
Suite 2200
Chicago, Illinois 60606
Attention: Laura Nickas

Re: Compliance Certificate dated _____________, 20__

Ladies and Gentlemen:

Reference hereby is made to that certain Third Amended and Restated Credit Agreement dated as of March __, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among Essex Holdings, LLC, as parent ("Parent"), Essex Crane Rental Corp., as borrower ("Borrower"), the lenders party thereto as "Lenders", and Wells Fargo Capital Finance, LLC ("Wells Fargo"), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Borrower hereby certifies as of the date hereof that:

1.    The financial information of Borrower and its Subsidiaries furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for year-end audit adjustments and the lack of footnotes), and fairly presents in all material respects the financial condition of Borrower and its Subsidiaries as of the date set forth therein.

2.    Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and financial condition of Borrower and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Section 5.1 of the Credit Agreement.

3.    Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, in each case specifying the nature and period of existence thereof and what action Parent and/or its Subsidiaries have taken, are taking, or propose to take with respect thereto.

4.    Except as set forth on Schedule 3 attached hereto, the representations and warranties of Parent and its Subsidiaries set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date.

5.    As of the date hereof, Borrower and its Subsidiaries are in compliance with the applicable covenants contained in Section 7 of the Credit Agreement as demonstrated on Schedule 4 hereof.

IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this _____ day of _______________, ________.

ESSEX CRANE RENTAL CORP.,
as Borrower 
By:
Name:
Title:

SCHEDULE 1Financial Information

SCHEDULE 2Default or Event of Default

SCHEDULE 3Representations and Warranties

SCHEDULE 4
Financial Covenants

1.    Fixed Charge Coverage Ratio.

Borrower's and its Subsidiaries' Fixed Charge Coverage Ratio, measured on a month-end basis, for the __ month period ending __________, 20___, is ___:1.0, which ratio [is/is not] greater than or equal to 1.10:1.0 for the corresponding period, as required in Section 7(a) of the Credit Agreement.

2.    Capital Expenditures.

Borrower's and its Subsidiaries' Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.4(e)(ii) and the amount, if any, of Capital Expenditures incurred in connection with a Permitted Disposition requested by a customer), measured on a fiscal year to date basis, as of the last day of the month ending __________, 20___, is ___:1.0, which [is/is not] less than or equal to $2,000,000 as required in Section 7(b) of the Credit Agreement.

3.    Excess Availability.

Borrower's Excess Availability on each date during the prior month [was/was not] at least 10% of the Maximum Revolver Amount, as required in Section 7(c) of the Credit Agreement.

Form of EQUIPMENT RENTAL AGREEMENT

This Agreement is made this XX day of XXXXXXX, 2013 , by and between

	ESSEX CRANE RENTAL CORP., 1110 Lake Cook Road, Suite 220, Buffalo Grove, IL 60089
party of the first part, hereinafter called Lessor, and We currently do not support nested tables...

party of the second part, hereinafter called Lessee.

Exhibit E-1

WITNESSETH: That in consideration of payment hereinafter provided, Lessor and Lessee agree as follows:

1. EQUIPMENT LEASED: Lessee hereby leases from Lessor for use at or near

Customer Name and Jobsite Address

hereinafter called “jobsite,” all Equipment herein named and identified, which throughout this Agreement is designated in whole or in part as “Equipment”. Each article of Equipment shall remain in possession of Lessee and neither this Agreement nor any part thereof shall be assigned. Nor shall Lessee offer the Equipment rented hereunder to be used or possessed by any other person, firm or legal entity without the prior written consent of Lessor. Nor shall said Equipment be used in the performance of any work by Lessee other than that specified herein without Lessor’s prior written consent. Lessee further agrees not to remove any Equipment covered by this Agreement out of the United States economic zone, county, state, and jobsite specified above without the prior written consent of Lessor.

EQUIPMENT:	VALUE:
(1) XXXXXXX	$ xxx,000.00
LC-X-XXXXXX
Attachment 1
Attachment 2

2. SPECIAL CONDITIONS: A qualified Essex Crane Rental Corp. service representative will be provided to assist in the initial assembly and/or disassembly of the equipment at the published Essex Crane Field Service & Repair Rates in the table below and in effect at the time of service (based on an 8 hour day, 1^st shift) plus all travel expenses. Travel time is considered work time and will be invoiced on a “portal-to-portal” basis. It is the responsibility of the Lessee to provide a competent and knowledgeable crane operator, crew, support rigging and auxiliary hoist equipment at the time of delivery and throughout assembly and disassembly.

First 8 Hours     Overtime Hours

Regular Time (1^st Shift):        $

Week-Ends (1^st Shift):        $

Holidays (1^st Shift):        $    

Service Technician Travel Mileage    $

Service Technician Per Diem    $

3.RENTAL RATE: The bare monthly rental rate is: $ XXXX,000.00

4.1MINIMUM RENTAL PERIOD: XXXXXX Consecutive Months

4.2EXPECTED RENTAL PERIOD: XXXXXXXX Consecutive Months

5.THE RENTAL PERIOD: Begins as a bill of lading approximately XX/XX/13 and ends when all equipment is returned to our yard or Essex’s delegated site, provided paragraph 4.1 and 5.3 is complied with. Possession beyond the Minimum Rental Period and Expected Rental Period does not constitute a guaranteed right of Lessee to extend beyond the rental period.

5.1 MINIMUM RENTAL PERIOD: As stipulated in paragraph 4.1, the minimum agreed duration of rent to be paid.

5.2 EXPECTED RENTAL PERIOD: The agreed period of time the Lessee may expect to use the equipment beyond the Minimum Rental Period. Lessee at its option may extend the rental beyond the Minimum Rental Period at the current contract rates provided it is within the specified period stipulated in paragraph 4.2. Rental continuation beyond the Expected Rental Period is on a month to month basis and is subject to rate changes and or termination by the Lessor.

5.3 RENTAL END NOTIFICATION: Prior to the end of the Minimum Rental Period or Expected Rental Period, Lessee is required to give written notice to Lessor at the above address by fax or email leasing@essexcrane.com its intention to terminate the instant Lease is at least fifteen (15) days prior to the termination date. Such written notice shall not relieve Lessee of its Minimum Rental Period under Article

4.1 hereof. Leases beyond the Expected Rental Period and when operating under a month to month basis require thirty (30) days notice prior to termination date.

6.TRANSPORTATION: Transportation in at an agreed price of $ XX,XXX.00 and loading out on carrier of Lessor’s choice to be borne by Lessee. Transportation out at an agreed price of $ XX,XXX.00 to be borne by Lessee. Freight in must be remitted with signed contract. Transportation costs and safe assembly/disassembly assume that the site where the equipment will be assembled and used will have suitable access for trucks and trailers, ample room for loading and unloading, and that firm level ground conditions to support the equipment have been established by the Lessee.

In return for transportation charges paid by the Lessee in the paragraph above, Lessor will arrange for and pay all shipping and freight from the shipping point to the jobsite specified in Article 1 hereof and returned to the return point. Lessee will pay for all (including but not limited to) demurrage, unloading, assembly, disassembly, load-out, handling, packing, crating, and documentation, import and export clearances and transportation. Since the out-bound method of shipment may differ from in-bound, required load-out procedures may vary accordingly. If shipped via barge or vessel, or if the Equipment is loaded for use on board a barge or vessel, Lessee shall furnish to Lessor, prior to shipment of the Equipment, Certificate of Marine Trip Cargo and loading and unloading insurance to the stated value of Equipment specified in Article 1 hereof. Lessee shall inspect and inventory Equipment and obtain from delivery carrier written acknowledgement of any loss or damage to Equipment upon receipt.

7.PAYMENT: Lessee shall pay rent for the Equipment at the rate specified in Article 3 hereof and payment shall be made monthly in advance at the office of ESSEX CRANE RENTAL CORP.

a) Monthly rental rate shall not be subject to any deductions on account of any nonworking time in the month or back charges for repairs or maintenance of any nature.

b) After the Rental Period specified rent will be payable at the rate of 1/30^th of the monthly rate for each calendar day.

c) If the payment is not received within thirty (30) days from the date of the invoice, then a finance charge of 1½% per month (18% per annum), or the maximum allowed by law will be charged, and all payments will be first applied against repairs and transportation items.

8.CONDITION OF EQUIPMENT AND WARRANTY: Lessor hereby agrees that Equipment is shipped to Lessee in good serviceable condition, Lessee shall examine Equipment promptly upon delivery and notify Lessor in writing within twenty-four (24) hours of any evidence that Equipment is not in such condition. Lessor shall then have a reasonable time to replace or repair Equipment during normal working hours. Should Lessor be unable for any reason (other than as a result of any act or omission of Lessee, or any event beyond the control of Lessor) to repair or replace the Equipment within such time, Lessee may terminate this Agreement [only upon written notice to Lessor at least twenty (20) days prior to termination date]. THE FOREGOING IS THE EXCLUSIVE AND ENTIRE WARRANTY GIVEN IN CONNECTION WITH THE EQUIPMENT, AND SUCH

WARRANTY AND/OR THE REMEDIES STATED IN CONNECTION THEREWITH ARE GIVEN IN LIEU OF: (a) ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND (b) ALL OBLIGATIONS OR LIABILITIES ON THE PART OF LESSOR FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION CLAIMS OF LOSS OF USE, BUSINESS INTERRUPTION OR COST OF ACQUISITION OF REPLACEMENT EQUIPMENT), ARISING OUT OF, OR IN CONNECTION WITH, THE RENTING, MAINTENANCE, USE, OPERATION, STORAGE, ERECTION, DISMANTLING OR TRANSPORTATION OF THE EQUIPMENT. LESSOR SHALL IN NO EVENT HAVE OBLIGATIONS OR LIABILITIES FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LESSEE AGREES THAT LESSOR WILL NOT BE LIABLE FOR ANY LOST PROFITS BY LESSEE OR ANY OTHER PARTY.

9.USE OF EQUIPMENT:

(a) The Rental Rate stipulated above is based on single shift operation of eight (8) hours per day, forty (40) hours per week, and one hundred seventy-six (176) hours per month. Overtime charged pro-rata for excess hours.

(b) Use of Equipment during storage will not be permitted unless authorized in writing by Lessor.

(c) Equipment is to be used in accordance with the written specifications of the manufacturer.

(d) The Equipment shall be used only as a hook crane, unless otherwise specifically provided in Article 2 hereof, and shall only be used within its rated capacity based on the manufacturer’s capacity charts. See under Special Conditions.

10.MAINTENANCE AND OPERATION: The Lessee shall assure that the Equipment is not subject to careless or needlessly rough usage, and Lessee hereby agrees to employ competent, experienced persons to operate and maintain said Equipment and shall at its own expense maintain the Equipment in good operating condition, well greased, oiled, cleaned and repaired, in accordance with the manufacturer’s specifications, providing Lessor with such verifiable records of maintenance within forty-eight (48) hours of request, and shall return it to Lessor in such condition. Lessee shall have the duty to inspect, test, and certify at its own cost, that the Equipment is in accordance with manufacturer’s specifications and is fully operational and free from any and all damages and/or defects. Any damages and/or defects shall be reported to Lessor immediately via phone call to XXXXXXXXXX or XXXXXXXXXX at XXX-XXX-XXXX and followed up with an email to all of the following: XXXXXXXXXX@essexcrane.com, XXXXXXXXX@essexcrane.com and mkroll@essexcrane.com. Failure to notify the Lessor immediately of any damages and/or defects shall be deemed an admission by the Lessee that the Equipment is fully operational and free from damages and/or defects. In the event the Equipment is rendered not serviceable through accidental and/or negligent damage by Lessee, the rental shall continue until the Equipment is restored to serviceable condition, and all costs for accomplishing the repairs shall be paid by Lessee. When Lessee and Lessor (both the parties) have prearranged for Lessor’s service personnel to work on the Equipment, Lessee shall make the Equipment

immediately available to Lessor’s service personnel upon their arrival at the location of the Equipment, and if the service personnel are required to wait more than two (2) hours by Lessee, then Lessee shall be responsible for payment to Lessor of standard hourly charges for the additional waiting time. Lessee shall be responsible to steam clean the Equipment after its use thereof is completed. Lessee shall pay special attention toward cleaning and protecting the Equipment when working the Equipment at a location where destructible chemical agents are present in the atmosphere. Lessee shall be responsible for this protection and to clean all corrosive agents from the Equipment, and restoring the condition of the metal and paint on the Equipment prior to returning the Equipment to Lessor. The fact that Lessor is aware of the type of project and that chemical agents are present in the atmosphere does not deem this type of destruction to be classified as normal wear.

11.TAXES, DUTIES, AND TARIFFS: Unless otherwise provided herein, Lessee agrees to pay personal property taxes if imposed upon Equipment at the place or places at which Lessee agrees herein to keep Equipment. All other taxes, as well as assessments, duties, import tariffs, licenses and license fees, including but not limited to those relating to Equipment, its use, operation, transportation (unless such transportation is contracted for by the Lessor) or storage, or to the making or performance of this Agreement, shall be paid by Lessee. Lessee shall promptly provide Lessor with documentation, including but not limited to, tax receipts, evidencing that all items, which are the responsibility of Lessee hereunder, have been paid. The Lessee shall promptly provide a Tax Exemption Certificate, where applicable.

12.COMPLIANCE WITH LAWS: Lessee agrees to comply with and conform to all laws and regulations of any government or public body having jurisdiction relating to the maintenance, use, inspection, operation, storage, erection, dismantling, servicing or transportation (unless such transportation is contracted for by the Lessor) of Equipment. Lessee agrees to assume full responsibility, and indemnify and hold harmless Lessor for any and all losses, damages, expenses, fines, forfeitures, seizures, confiscations, and penalties arising out of the violation of any such laws and regulations. In the event that any law or regulation shall require the installation of any additional Equipment or accessories, including but not limited to, safety devices, or if any modification to Equipment is required by law or regulation, Lessee agrees to pay the full cost thereof, including installation expenses, and the cost of restoring Equipment to its original configuration, if required by Lessor.

13.LOSS OR DAMAGE: 13.1 All risk of loss or damage to Equipment, regardless of cause, including seizures and confiscations of Equipment, during the term of rental or while Equipment is in the possession, custody or control of Lessee or its officers, employees, affiliates or agents, or during transportation (unless such transportation is contracted for by the Lessor) of the Equipment, shall be with Lessee and Lessee agrees to return the Equipment to Lessor in the condition in which Lessee received it, free and clear of all liens and encumbrances.

13.2 In the event of loss or damage to Equipment, regardless of cause, rental payments will continue to accrue until the Equipment is repaired by the Lessee and accepted by Lessor, or in the event Equipment shall be adjudged by Lessor to be lost, stolen, destroyed or damaged beyond repair, payment in full shall be made to Lessor by Lessee for the stated value of Equipment. No rentals paid or due shall be applied to payment of the loss.

14.INSURANCE AND IDEMNIFICATION: 14.1 Lessee shall, at its own expense, obtain and maintain during the Rental Period or while Equipment is in the possession, custody or control of Lessee, its officers, employees, affiliates or agents, a standard contractor’s Equipment all risk, coverage with boom and overload (including on international rentals, war, political and similar risks) floater insurance policy satisfactory to Lessor to protect the interest of Lessor, naming Lessor and its lenders as an additional insured to the total amount of stated value of Equipment as set forth in Article 1 hereof, and shall, prior to delivery of the Equipment, furnish Lessor with evidence of such insurance, including an insurer’s certificate that such policy is in effect. Such insurance policy shall not be altered or terminated without the prior written consent of Lessor.

LESSEE’S INSURER:

EFFECTIVE DATES:

POLICY NUMBER:

14.2 To the fullest extent permitted by applicable law, the Lessee shall assume entire responsibility, liability, defend, indemnify and hold forever harmless Lessor for all damages (including purely economic loss), or injury of any nature (including death) to persons and property, including intangible property, as well as expenses, penalties, legal fees and costs, arising out of, or in any manner relating to, or occasioned by, the operation, maintenance, handling, inspection, storage, erection, dismantling or transportation (unless such transportation is contracted for by the Lessor) of Equipment during the rental term or while in possession, custody or control of Lessee, its officers, employees, affiliates or agents, regardless of whether the same were caused, in whole or in part, by negligence of Lessor. Lessor shall not be liable for any loss, delay or damage of any kind or character resulting from defects, inefficiency or accidental breakage of the Equipment hereby leased. Lessor shall not be liable for delays of carriers in transporting the Equipment or for delays resulting from strikes, labor disputes or refusal of its employees to cross picket lines, or from any other contingencies beyond its control. In jurisdictions in which the indemnification provided for in this Article is broader than that allowed by applicable law, this Article should be interpreted as providing the broadest indemnification permitted and should be limited only to the extent necessary to comply with said law.

14.3 Lessee shall include the interest of ESSEX CRANE RENTAL CORP. and its lenders, as an additional insured under Lessee’s General Liability, Excess Liability, and Automobile insurance policies with respect to the Equipment during the Rental Period and transportation (unless such transportation is contracted for by the Lessor) of the Equipment with minimum liability limits of $2,000,000.00 per occurrence (including Excess Liability), and Lessee shall furnish Lessor with a certificate of insurance. Such liability coverage shall not be altered or terminated without the prior written consent of Lessor.

LESSEE’S INSURER:

EFFECTIVE DATES:

POLICY NUMBER:

15.TITLE: Title to the Equipment shall be at all times vested in Lessor unless transferred by sale in writing signed by Lessor and Lessee. Lessee agrees to keep the Equipment free from all liens or other encumbrances. Lessee shall give Lessor immediate written notice if Equipment is levied upon, or from any cause becomes liable to seizure. Lessee agrees to protect Lessor’s interest in the Equipment while it is in Lessee’s care, possession, custody or control, and during transportation.

16.DEFAULT: 16.1 If Lessee violates any term of this Agreement or fails to keep any promise or agreement made herein, including but not limited to the happening of any of the following events, Lessee shall be deemed in default and the Lessor may exercise and enforce any remedy under this Agreement and/or under law:

a) If the monthly rental rate, or any part thereof, is unpaid by Lessee for more than five (5) days past the due date specified in Article 7 hereof;

b) If Lessee becomes bankrupt;

c) If Lessee fails to maintain, operate, or insure the Equipment as herein required;

d) If, in the opinion of Lessor, the Equipment is being abused or neglected or because of labor disputes or any other conditions, the Equipment is in danger of being lost or damaged, levied upon or subject to seizure.

16.2 The foregoing events of default should not be construed as an exhaustive list of defaults which entitle Lessor to the remedies available hereunder or under law, and if Lessor does not declare Lessee in default or chooses not to exercise or enforce any right or remedy under this Agreement or under law, the same shall not be construed as a waiver of any default by Lessee and Lessor will still have available all of those rights and remedies and may exercise and enforce them in the future.

17.LESSOR’S REMEDIES: If the Lessee is in violation of any term or provision of this Agreement, in addition to any and all rights and remedies available to Lessor under law, Lessor may, in its discretion, exercise and enforce any one or more of the following remedies:

a) Lessor may terminate the lease, take possession of the Equipment and recover from Lessee all rentals then due and accelerate and recover from Lessee all rentals to become due during the Minimum Rental Period specified in Article 4 hereof;

b) Lessor may recover full damages for any injuries to the Equipment, including all transportation expenses incurred in returning the Equipment to Lessor, all expenses for service, repair, and cleaning of the Equipment to restore it to good serviceable condition;

c) Lessor may, in its discretion, remedy any default or violation of this Agreement by Lessee, including but not limited to, procuring the insurance coverage required under the Lease, making payments for any fines, forfeitures, seizures, confiscation and penalties arising out of the violation of any laws and regulations, and making payment of any sales and use taxes, assessments, duties, import tariffs, licenses and license

fees, and then recover such payments from Lessee, and any rentals paid by Lessee shall be first applied to said expenses.

d) Lessor shall have the right at any time to enter the premises occupied by the Equipment and shall be given free access thereto for the purpose of inspection and shall be entitled to take possession or remove all or any part of the Equipment without legal process at any time at Lessee’s expense.

18.INSPECTION:Lessor’s service representative shall make an inspection and complete the Inbound Inspection Report during assembly and upon completion of the assembly will provide Lessee’s site representative a copy. The Inbound Inspection Report verifies compliance with OEM specifications and ASME B30.5. At rental end and during equipment disassembly and load out, Lessor’s service representative will complete the Outbound Inspection Report and provide Lessee’s site representative with a copy. A final review and comparison of the Inbound and Outbound Inspection Reports will determine what rental end charges that apply. Any loss or damage to Equipment shall be listed and notice thereof supplied to Lessee within thirty (30) days after return of the Equipment to Lessor.

If an Essex Crane Rental Corp service representative is not provided it is mutually agreed that the Lessor’s Inbound Inspection Report provided at the time of shipment shall prevail and any deficiencies or exceptions shall be rectified at the Lessee’s expense. Annual Inspection Certification if required will be at the expense of the Lessee. At Rental End if the Essex Crane Rental Corp service representative is not provided or present it is mutually agreed that the Outbound Inspection Report provided after receipt of the Equipment shall prevail. There will be an Outbound Inspection fee of $1,500.00 to cover the cost of inspection after return.

19.VENUE AND APPLICABLE LAW: This agreement and all actions arising herefrom shall be governed by the laws and venued in the state of Alabama, California, Colorado, Florida, Texas, Washington or Illinois in the sole discretion of Lessor.

20.ATTORNEY’S FEES: In the event that any suit, action, counter claim or proceeding is instituted to enforce any right or remedy granted to the Lessor herein, Lessor shall be entitled to recover from Lessee its costs and disbursements incurred, including reasonable attorney’s fees.

21.ENTIRE AGREEMENT: This Agreement constitutes the full agreement between the parties hereto, previous oral and/or written agreements being null and void, and it is not subject to modification or alteration except by writing, signed by the principals executing this Agreement or their successors. Language in this Agreement that is in bold-face, blue type is not intended for emphasis or to indicate special meaning, but rather is only to highlight for the convenience of Lessor negotiated modifications to Lessor’s standard form of equipment rental agreement.

22. SECURITY INTEREST: This agreement is subject to the security interest of each of (i) Wachovia Capital Finance (Central), as agent (the "Agent") for the lenders (the "Lenders") granted pursuant to that certain Loan and Security Agreement dated September 22, 2004 by and among Lessor, Essex Holdings, LLC, as guarantor, Agent and the Lenders, as it may be amended from time to time.

WITNESS: The parties hereto set their hands on the day and year first written above and by which Lessee acknowledges the receipt of a signed copy of this Lease.

Lessor:	ESSEX CRANE RENTAL CORP.	Lessee:		<ENTER COMPANY NAME HERE>
			Individual		Partnership	Corporation
By:		Sign:
Print Name:	Martin A. Kroll	Print Name:
Title:	Senior Vice President & CFO	Title:
Contact Phone:	847-215-6502	Contact Phone:
Contact E-Mail:	mkroll@essexcrane.com	Contact E-Mail:
Witness:		Witness:
State Of:		State Of:

EXHIBIT L-1

FORM OF LIBOR NOTICE

Wells Fargo Capital Finance, LLC, as Agent
150 South Wacker Drive
Suite 2200
Chicago, Illinois 60606

Ladies and Gentlemen:

Reference hereby is made to that certain Third Amended and Restated Credit Agreement dated as of March __, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among Essex Holdings, LLC, as parent ("Parent"), Essex Crane Rental Corp., as borrower ("Borrower"), the lenders party thereto as "Lenders", and Wells Fargo Capital Finance, LLC ("Wells Fargo"), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

This LIBOR Notice represents Borrower's request to elect the LIBOR Option with respect to outstanding Revolving Loans in the amount of $________ (the "LIBOR Rate Advance")[, and is a written confirmation of the telephonic notice of such election given to Agent].

The LIBOR Rate Advance will have an Interest Period of [1, 2, 3, or 6] month(s) commencing on _____________________.

This LIBOR Notice further confirms Borrower's acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement.

Borrower represents and warrants that (i) as of the date hereof, the representations and warranties of Parent and its Subsidiaries contained in this Agreement and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date)), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above.

Dated:

ESSEX CRANE RENTAL CORP., as Borrower 
By:
Name:
Title:

Acknowledged by:WELLS FARGO CAPITAL FINANCE, LLC,
as Agent 
By
Name:
Title:

Schedule A-1
Agent's Account

An account at a bank designated by Agent from time to time as the account into which Borrower shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower and the Lender Group to the contrary, Agent's Account shall be that certain deposit account bearing account number 4124923723, reference Essex Crane Rental Corp., and maintained by Agent with Wells Fargo Bank, National Association, 420 Montgomery Street, San Francisco, CA, ABA #121-000-248.

Schedule A-2

Authorized Persons

NameTitle

Martin A. Kroll    Senior Vice President & Chief Financial Officer

Kory Glen        Director of Finance

Christopher Dirr    Director of Accounting

Steven Egge        Assistant Controller

Ryan O’Leary        Financial Reporting Manager

Patrick Merola        Senior Financial Analyst

Anita Patel        Senior Accountant

Lauryn Bartolone    Staff Accountant

Schedule C-1
Commitments

Lender	Commitment
Wells Fargo Capital Finance, LLC	$115,000,000
PNC Bank, National Association	$20,000,000
Sovereign Bank, N.A.	$10,000,000
Kayne Anderson Capital Advisors, L.P.	$30,000,000
All Lenders	$175,000,000

Schedule D-1
Designated Account

Account number (redacted) of Borrower maintained with Borrower's Designated Account Bank, or such other deposit account of Borrower (located within the United States) that has been designed as such, in writing, by Borrower to Agent.

"Designated Account Bank" means PNC Bank, National Association, whose office is located at Cherry Hill, New Jersey, and whose ABA number is (redacted).

Schedule E-2

Existing Letters of Credit

Holder	Description	Amount
Hamilton Partners	Buffalo Grove Rent	$24,630.00

Schedule P-1

Permitted Investments

Investment by Essex Holdings, LLC in Essex Crane Rental Corp.

Schedule P-2

Permitted Liens

Lien in favor of South Coast Air Quality Management District on specific equipment identified in UCC Financing Statement No. 19908830002 dated 1/29/2009 filed with the Secretary of State of California

Schedule R-1
Real Property Collateral

Entity of Record	Common Name and Address	Owned, Leased or Other Interest	Purpose/ Use	Improve-ments Located on Real Property
Essex Crane Rental Corp.	Alabama Yard 2039 Fulton Springs Road Alabaster, AL 35007-5378	Owned	Service Center and Storage for Rental Fleet	Office and Warehouse
Essex Crane Rental Corp.	Colorado Yard 14133 Weld County Road 9-1/2 Longmont, CO 80504-9667	Owned	Service Center and Storage for Rental Fleet	Office and Warehouse
Essex Crane Rental Corp.	Florida Yard 5315 Causeway Blvd. Tampa, FL 33619-6123	Owned	Service Center and Storage for Rental Fleet	Office and Warehouse
Essex Crane Rental Corp.	Texas Yard 303 Peach Lane Arcola, TX 77583-7459	Owned	Service Center and Storage for Rental Fleet	Office and Warehouse

Schedule 3.1

The obligation of each Lender to make its initial extension of credit provided for in the Agreement is subject to the fulfillment, to the satisfaction of each Lender (the making of such initial extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent:

(a)the Closing Date shall occur on or before March 15, 2013;

(b)Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed and delivered, and each such document shall be in full force and effect:

(i)the Agreement,

(ii)the Fee Letter,

(iii)the Guaranty and Security Agreement,

(iv)amendments to each existing Mortgage, together with a date-down title insurance endorsement and flood certificate, and, if applicable, evidence of flood insurance, in each case relating to each such amendment,

(v)a Perfection Certificate,

(vi)a Closing Certificate;

(vii)a Solvency Certificate;

(viii)a Reaffirmation of Financing Documents; and

(ix)Notes, if requested by any Lender;

(c)Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party's board of directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party;

(d)Agent shall have received copies of each Loan Party's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Loan Party;

(e)Agent shall have received a certificate of status with respect to each Loan Party, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;

(f)Agent shall have received certificates of status with respect to each Loan Party, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions;

(g)Agent shall have received an opinion of the Loan Parties' counsel in form and substance satisfactory to Agent;

(h)Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for each Loan Party, and (ii) OFAC/PEP searches and customary individual background searches for each Loan Party's senior management and key principals, the results of which shall be satisfactory to Agent;

(i)Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by the Agreement and the other Loan Documents;

(j)no event shall have occurred since September 30, 2012 that has had or could reasonably be expected to have, a Material Adverse Effect;

(k)Borrower shall have paid all fees required to be paid pursuant to the Agreement or the Fee Letter;

(l)Agent shall have received, as shall be satisfied with its review of, UCC, tax, judgment, ERISA and intellectual property searches of each Loan Party; and

(m)all other documents and legal matters in connection with the transactions contemplated by the Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

Schedule 4.1(b)
Capitalization of Borrower

Current Legal Entities Owned	Record Owner	Certificate No.	No. Authorized Shares	No. Shares Owned	Percent Shares Owned
Essex Crane Rental Corp.	Essex Holdings, LLC	2	100	100	100%

Schedule 4.1(c)
Capitalization of Borrower's Subsidiaries

None.

Schedule 4.1(d)
Subscriptions, Options, Warrants, Calls

None.

Schedule 4.6

Litigation

None

Schedule 4.10

ERISA Matters

Essex Crane Rental Corp.
1.	Title IV Plans
	None
2.	Multiemployer Plans (Trade Unions) – Certain employees are members of Trade Unions in certain locations)
	Wages, fringe benefits, healthcare and pension benefits agreement with Union Local 101, Kansas City, MO (1 employee) Wages, fringe benefits, healthcare and pension benefits agreement with Union Local 925, Florida (2 employees) Wages, fringe benefits, healthcare and pension benefits agreement with Union Local 673, Florida (1 employee)
3.	Material Benefit Plans
	Essex Crane Rental Corp. Group Health and Welfare Plan (Blue Cross / Blue Shield of Alabama)
	Essex Rental Corp. 401(k) Plan (Prudential) Essex Rental Corp. Vision Plan (VSP) Essex Rental Corp. Dental Plan (Assurant) Essex Crane Rental Corp. Short-term disability, long term disability and life insurance benefits (Assurant)
Essex Holdings, LLC
1.	Title IV Plans
	None
2.	Multiemployer Plans
	None
3.	Material Benefit Plans
	None

Schedule 4.11

Environmental Matters

Those matters described in:
1.)	The Preliminary Inspection Report by the Alabama Department of Environmental Management, dated as of March 13, 2007.
2.)	The Compliance Plan attached to the Compliance Agreement by and among Essex Holdings, LLC ("Holdings"), KCP Services, LLC, the member of Holdings, Essex Crane Rental Corp. and Hyde Park Acquisition Corp.
3.)	The Recognized Environmental Conditions, DeMinimis Environmental Conditions, and the Non-Compliance Issues set forth in the January 2008 draft Phase I Environmental Site Assessment Report and Limited Compliance Review prepared by Bradburne, Briller & Johnson LLC for the facilities at:
	(a)	Alabaster, Alabama
	(b)	Fontana, California
	(c)	Longmont, Colorado
	(d)	Tampa, Florida
	(e)	Carlisle, Pennsylvania
	(f)	Arcola, Texas
	(g)	Rochester, Washington
	(h)	Bauxite, Arkansas
	(i)	Anderson, California
	(j)	Stockton, California
	(k)	Port Allen, Texas
	(l)	St. Louis, Missouri
	(m)	Thorofare, New Jersey
	(n)	Manitowoc, Wisconsin
4.)	The matters described in the October 17, 2008 Compliance Reports prepared by Conestoga-Rovers & Associates for the facilities at:
	(a)	Alabaster, Alabama
	(b)	Fontana, California
	(c)	Longmont, Colorado
	(d)	Tampa, Florida
	(e)	Carlisle, Pennsylvania
	(f)	Arcola, Texas

	(g)	Rochester, Washington
5.)	The matters described in the October 23, 2008 letter to Conestoga-Rovers & Associates prepared by Bradburne, Briller & Johnson LLC for the facilities at:
	(a)	Alabaster, Alabama
	(b)	Fontana, California
	(c)	Longmont, Colorado
	(d)	Tampa, Florida
	(e)	Carlisle, Pennsylvania
	(f)	Arcola, Texas
	(g)	Rochester, Washington
6.)	The air regulations/permitting matters described in the October 23, 2008 letter to Conestoga-Rovers & Associates prepared by Bradburne, Briller & Johnson LLC for the facilities at:
	(a)	Alabaster, Alabama
	(b)	Fontana, California
	(c)	Longmont, Colorado
	(d)	Tampa, Florida
	(e)	Carlisle, Pennsylvania
	(f)	Arcola, Texas
	(g)	Rochester, Washington
7.)	The August 12, 2008 County of San Bernardino (California) Stormwater Program Inspection Report.
8.)	The September 9, 2008 letter from the Hillsborough County (Florida) Environmental Protection Commission.
9.)	The April 3, 2008 notice of violation letter from the Alabama Department of Environmental Management.
10.)	The Areas described and the Analytical Results presented in the Focused Site Investigation and Removal Program reports prepared by Conestoga-Rovers & Associates, dated as indicated below for the facilities at:
	(a)	Alabaster, Alabama (September 5, 2008)
	(b)	Fontana, California (September 5, 2008)
	(c)	Longmont, Colorado (September 5, 2008)
	(d)	Tampa, Florida (September 5, 2008)
	(e)	Carlisle, Pennsylvania (August 27, 2008)
	(f)	Arcola, Texas (September 5, 2008)

	(g)	Rochester, Washington (August 27, 2008)
11.)	The Areas described and Analytic Results presented in the October 6, 2008 letter from Essex Crane Rental Corp. to the Hillsborough County (Florida) Environmental Protection Commission.
12.)	Letter from American Environmental Ecology, Inc. to the Alabama Department of Environmental Management, dated as of March 20, 2007.
Note: All of the issues described above were addressed and resolved subsequent to Essex Rental Corp.'s acquisition of Holdings, LLC in October 2008.

Schedule 4.14

Permitted Indebtedness

Capital lease dated May 14, 2009 with Wells Fargo Financial Capital Finance for 2 2005 Daewoo Forklifts

48 Monthly lease payment of $640.98 per month

Schedule 4.24
Locations of Collateral

Loan Party	Address (indicate if Chief Executive Office)	County	State	Description of Collateral	Owner/Lessor
Essex Holdings, LLC	1110 W. Lake Cook Road Suite 220 Buffalo Grove, IL 60089 (Chief Executive Office)	Lake	IL	Books and Records	Hamilton Partners 300 Park Blvd. Suite 500 Itasca, IL 60143
Essex Crane Rental Corp.	1110 W. Lake Cook Road Suite 220 Buffalo Grove, IL 60089 (Chief Executive Office)	Lake	IL	Books and Records	Hamilton Partners 300 Park Blvd. Suite 500 Itasca, IL 60143
Essex Crane Rental Corp.	2039 Fulton Springs Road Alabaster, AL 35007-5378	Shelby	AL	Books, Records, Equipment, Spare Parts	Owned
Essex Crane Rental Corp.	14133 Weld County Road 9-1/2 Longmont, CO 80504-9667	Weld	CO	Books, Records, Equipment, Spare Parts	Owned
Essex Crane Rental Corp.	5315 Causeway Blvd. Tampa, FL 33619-6123	Hillsborough	FL	Books, Records, Equipment, Spare Parts	Owned
Essex Crane Rental Corp.	303 Peach Lane Arcola, TX 77583-7459	Fort Bend	TX	Books, Records, Equipment, Spare Parts	Owned
Essex Crane Rental Corp.	15060 Ceres Ave. Fontana, CA 92335	San Bernardino	CA	Books, Records, Equipment, Spare Parts	Hugh & Agnes Davenport PO Box 371 Etiwanda, CA 91739
Essex Crane Rental Corp.	1072 Harrisburg Pike, HWY US 11 Carlisle, PA 17013	Cumberland	PA	Books, Records, Equipment, Spare Parts	Daily Express 1072 Harrisburg Pike, HWY US 11 Carlisle, PA 17013

Loan Party	Address (indicate if Chief Executive Office)	County	State	Description of Collateral	Owner/Lessor
Essex Crane Rental Corp.	6048 193rd Ave. S.W. Rochester, WA 68579-9230	Thurston	WA	Books, Records, Equipment, Spare Parts	Complete Field Service 6048 193rd Ave. SW Rochester, WA 68579-9230
Essex Crane Rental Corp.	33130 Lone Star Road Paola, KS 66071	Miami	KS	Equipment	K Properties (Debrick Truck Line Co.) 33130 Lone Star Road Paola, KS 66071
Essex Crane Rental Corp.	2402 Manitowoc Drive Manitowoc, WI 54220	Manitowoc	WI	Equipment	The Manitowoc Company 2402 Manitowoc Drive, Manitowoc, WI 54220

Schedule 4.29

Material Contracts

Lease No

LS/001032

LS/001034

LS/001035

LS/001350

LS/001373

LS/001385

LS/001482

LS/002934

LS/003733

LS/004084

LS/004272

LS/005068

LS/005129

LS/005171

LS/005172

LS/005198

LS/005219

LS/005239

LS/005251

LS/005271

LS/005272

LS/005288

LS/005289

LS/005331

LS/005340

LS/005347

LS/005352

LS/005411

LS/005412

LS/005437

LS/005440

LS/005441

LS/005442

LS/005464

LS/005469

LS/005470

LS/005474

LS/005480

LS/005481

LS/005483

LS/005487

LS/005488

LS/005490

LS/005491

LS/005492

LS/005496

LS/005498

LS/005500

LS/005501

LS/005502

LS/005503

LS/005505

LS/005506

LS/005509

LS/005517

LS/005518

LS/005527

LS/005532

LS/005533

LS/005534

LS/005535

LS/005536

LS/005537

LS/005543

LS/005544

LS/005549

LS/005553

LS/005556

LS/005561

LS/005562

LS/005570

LS/005574

LS/005575

LS/005576

LS/005578

LS/005583

LS/005584

LS/005595

LS/005598

LS/005599

LS/005601

LS/005604

LS/005605

LS/005607

LS/005608

LS/005609

LS/005610

LS/005619

LS/005620

LS/005621

LS/005626

LS/005627

LS/005629

LS/005632

LS/005637

LS/005638

LS/005639

LS/005640

LS/005641

LS/005644

LS/005646

LS/005647

LS/005649

LS/005651

LS/005652

LS/005653

LS/005654

LS/005655

LS/005657

LS/005659

LS/005661

LS/005662

LS/005663

LS/005664

LS/005665

LS/005666

LS/005667

LS/005668

LS/005671

LS/005672

LS/005673

LS/005674

LS/005675

LS/005676

LS/005678

LS/005679

LS/005680

LS/005681

LS/005682

LS/005684

LS/005685

LS/005686

LS/005687

LS/005688

LS/005689

LS/005690

LS/005691

LS/005692

LS/005693

LS/005696

LS/005697

LS/005699

LS/005700

LS/005701

LS/005705

LS/005706

LS/005707

LS/005708

LS/005709

LS/005710

LS/005711

LS/005716

LS/005717

LS/005718

LS/005728

LS/005729

Schedule 5.1

Deliver to Agent (and if so requested by Agent, with copies to each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent:

as soon as available, but in any event within 30 days after the end of each month during each of Borrower's fiscal years,	(a)an unaudited consolidated and, if Borrower at any time hereafter has any Subsidiaries, consolidating balance sheet, income statement, statement of cash flow, and statement of shareholder's equity covering Borrower's and its Subsidiaries' operations during such period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, and (b)a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable.
as soon as available, but in any event within 105 days after the end of each of Borrower's fiscal years,	(c)consolidated and, if Borrower at any time hereafter has any Subsidiaries, consolidating financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (i) "going concern" or like qualification or exception, (ii) qualification or exception as to the scope of such audit, or (iii) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder's equity, and, if prepared, such accountants' letter to management), (d)a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, and (e)a detailed calculation of Excess Cash Flow.
as soon as available, but in any event on or prior to the start of each of Borrower's fiscal years,	(f)copies of Borrower's Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming fiscal year, month by month, certified by the chief financial officer of Borrower as being such officer's good faith estimate of the financial performance of Borrower during the period covered thereby.
if and when filed by Holdings,	(g)Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, and (h)any other filings made by Holdings with the SEC.
if and when available,	(i)any other information that is provided by any Loan Party to its shareholders generally.
promptly, but in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,	(j)notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto.

promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Borrower or any of its Subsidiaries,	(k)notice of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any Governmental Authority which involves Collateral having a value, individually or in the aggregate, of more than $100,000 or which, if adversely determined, would result in a Material Adverse Effect.
promptly after learning thereof,	(l)notice of (i) Material Contract (other than an Equipment Lease) being terminated or amended or any new Material Contract (other than an Equipment Lease) being entered into (in which event such notice will be accompanied by a copy of the new Material Contract), (ii) any order, judgment, or decree in excess of $100,000 being entered against any Loan Party or any of its Subsidiaries, or any of their properties or assets, (iii) any notification of a violation of laws or regulations received by any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, or (iv) the occurrence of a Notification Event.
upon the request of Agent.	(m)any other information reasonably requested relating to the financial condition of Loan Parties or their Subsidiaries.

Schedule 5.2

Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent:

Daily	(a) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, (b) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Borrower's Accounts, and (c) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time.
Monthly (no later than the 10th day of each month), so long as Excess Availability for the prior month is less than 10% of the Maximum Revolver Amount or an Event of Default exists, then weekly	(d) an executed Borrowing Base Certificate, (e) a detailed aging, by total, of Borrower's Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrower has implemented electronic reporting), (f) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrower has not implemented electronic reporting, (g) (i) listings of Equipment For Lease by category (e.g. "on rent", "ready to rent", "in service" and "down") and location of the underlying Equipment For Lease, (ii) a utilization schedule and summary relating to the Equipment For Lease based on the "new days method", (iii) a current listing of all Equipment Leases, (iv) originals of all new written Equipment Leases and all amendments to or modifications of any existing written Equipment Leases in each case entered into since the last monthly report, together with applicable certificates of insurance, (v) copies of all default notices given, or termination notices given or received, under each Equipment Lease since the last monthly report and (vi) a listing by location of all "hold-store-loadout" Equipment For Lease, showing any amounts payable by Borrower to the Person storing such Equipment For Lease, (h) a detailed calculation of Equipment categories that are not eligible for the Borrowing Base, if Borrower has not implemented electronic reporting, (i) a summary aging, by vendor, of Borrower's accounts payable and any book overdraft (delivered electronically in an acceptable format, if Borrower has implemented electronic reporting) and an aging, by vendor, of any held checks, and (j) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrower's general ledger.
Monthly (no later than the 30th day of each month)	(k) a reconciliation of Accounts and trade accounts payable, of Borrower's general ledger accounts to its monthly financial statements including any book reserves related to each category.

Quarterly	(l) a report regarding each Loan Party and its Subsidiaries' accrued, but unpaid, ad valorem taxes, and (m) a Perfection Certificate or a supplement to the Perfection Certificate, as applicable.
Annually	(n) a detailed list of Borrower's customers, with address and contact information.
Upon request by Agent	(o) (i) reports on fixed assets (other than Equipment and Equipment For Lease), (ii) spare parts Inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (iii) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (iv) copies of shipping and delivery documents and (v) copies of purchase orders, invoices and delivery documents for Inventory, Equipment and Equipment For Lease acquired by Borrower, and (p) such other reports as to the Collateral or the financial condition of the Loan Parties and their Subsidiaries, as Agent may reasonably request.

Schedule 6.5

Nature of Business

Rental and servicing of heavy lift construction equipment to the commercial, residential and industrial construction industries